Kroger 8-K Report, Material Agreement (Sep 13, 2024)

On September 13, 2024, The Kroger Co. entered into a Credit Agreement for a $5.0 billion^a unsecured revolving credit facility among the Company, the lenders party thereto, Wells Fargo Bank, National Association and Citibank, N.A. as co-administrative agents, and Wells Fargo Bank, National Association as paying agent.

Of the total, $2.75 billion^b of commitments were made available at signing, and an additional $2.25 billion will become available upon closing of the previously announced merger of a Kroger subsidiary with and into Albertsons Companies, Inc. ("ACI"), with ACI surviving as a wholly owned subsidiary. Up to $750.0 million may be drawn on the merger closing date to fund a portion of the cash consideration. Borrowings bear interest at rates that vary by loan type and the Company's debt rating, and the facility includes a leverage ratio financial covenant along with other customary covenants and events of default.

The same day, Kroger amended its Term Loan Credit Agreement dated November 9, 2022, as previously amended by Amendment No. 1 dated July 26, 2024. The amendment changes the definition of Consolidated EBITDA and certain other financial definitions used in the term loan's financial covenant calculation, and it amends the subsidiary debt covenant. The filing states that certain parties to both agreements and their affiliates provide banking, investment banking and other financial services to the Company from time to time.

For investors, the filing primarily documents new committed liquidity and changes to debt covenant terms tied to the pending Albertsons merger, which is governed by an Agreement and Plan of Merger dated October 13, 2022. The filing itself does not provide the merger's current status beyond referring to it as previously announced.