01—Abstract
Summary
Summary of the 8-K filed August 27, 2024. Cited figures are marked; the original filing is the authoritative source.
The Kroger Co. filed this Form 8-K to report the issuance of seven series of senior notes under its Form S-3 shelf registration (No. 333-265130, filed May 20, 2022).
The company priced the offering under a Prospectus Supplement dated August 20, 2024, and executed an Underwriting Agreement and a Pricing Agreement on that date with Citigroup Global Markets Inc. and Wells Fargo Securities, LLC as representatives of the underwriters. The Notes consist of $1.0 billiona of 4.700% Senior Notes due 2026, $1.0 billion of 4.600% Senior Notes due 2027, $1.4 billion of 4.650% Senior Notes due 2029, $1.3 billion of 4.900% Senior Notes due 2031, $2.2 billion of 5.000% Senior Notes due 2034, $2.1 billion of 5.500% Senior Notes due 2054, and $1.5 billion of 5.650% Senior Notes due 2064. The notes are governed by a Base Indenture dated June 25, 1999 with U.S. Bank Trust Company, National Association (formerly Firstar Bank, National Association), as Trustee, as supplemented by a Fiftieth Supplemental Indenture dated August 27, 2024.
For investors, the filing is primarily a debt-financing disclosure. It sets out the coupon rates and maturities of each tranche, which range from 2026 to 2064, and it attaches the underwriting, pricing, indenture, and legal opinion documents. The filing does not itself describe the use of proceeds or the company's financial results.
02—Key points
Key Highlights
- Kroger issued seven series of senior notes under its Form S-3 shelf registration (No. 333-265130) using a Prospectus Supplement dated August 20, 2024.
- The 2026 notes carry a 4.700% coupon at $1.0 billion principal, and the 2027 notes carry a 4.600% coupon at $1.0 billion principal.
- The 2029 notes ($1.4 billion, 4.650%) and 2031 notes ($1.3 billion, 4.900%) form the mid-maturity tranches.
- The 2034 notes ($2.2 billion, 5.000%) are the largest tranche by principal amount in the offering.
- The longest-dated tranches are the $2.1 billion 5.500% notes due 2054 and the $1.5 billion 5.650% notes due 2064.
- Citigroup Global Markets Inc. and Wells Fargo Securities, LLC are the representatives of the underwriters under the Underwriting Agreement and Pricing Agreement, both dated August 20, 2024.
- The Fiftieth Supplemental Indenture, dated August 27, 2024, supplements the 1999 Base Indenture with U.S. Bank Trust Company, National Association as Trustee.
03—Questions
Frequently Asked Questions
What securities did Kroger issue in this offering?
Kroger issued seven series of senior notes: 4.700% notes due 2026 ($1.0 billion), 4.600% notes due 2027 ($1.0 billion), 4.650% notes due 2029 ($1.4 billion), 4.900% notes due 2031 ($1.3 billion), 5.000% notes due 2034 ($2.2 billion), 5.500% notes due 2054 ($2.1 billion), and 5.650% notes due 2064 ($1.5 billion).
Under what registration and documents was the offering made?
The offering was made under Registration Statement No. 333-265130 on Form S-3, filed May 20, 2022 under Rule 415, and a Prospectus Supplement dated August 20, 2024. The Underwriting Agreement and Pricing Agreement, both dated August 20, 2024, are filed as Exhibits 1.1 and 1.1.1.
Who is the trustee and what governs the notes?
U.S. Bank Trust Company, National Association (formerly Firstar Bank, National Association) is the Trustee. The notes are governed by the Base Indenture dated June 25, 1999, as supplemented by the Fiftieth Supplemental Indenture dated August 27, 2024, which is filed as Exhibit 4.3.1.
Who are the underwriters' representatives for the offering?
Citigroup Global Markets Inc. and Wells Fargo Securities, LLC act as representatives of the several underwriters named in the Underwriting Agreement and Pricing Agreement.
What legal opinions accompany the filing?
An opinion of Christine S. Wheatley, Esq., with her consent, is filed as Exhibit 5.1, and an opinion of Weil, Gotshal & Manges LLP, with its consent, is filed as Exhibit 5.2.
04—Continue