UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 8.01 Other Events.
On May 24, 2019, The Kroger Co. (the “Company”) filed Registration Statement No. 333-231727 on Form S-3 with the Securities and Exchange Commission pursuant to Rule 415 registering an indeterminate amount of securities (the “Registration Statement”). Pursuant to a Prospectus Supplement dated January 5, 2021, the Company is issuing $500,000,000 of debt securities denominated 1.700% Senior Notes due 2031 (the “Notes”).
Filed as Exhibit 1.1 to the Registration Statement was a form of Underwriting Agreement for the issuance of debt securities. In connection with the issuance of the Notes, the Company has executed an Underwriting Agreement and a Pricing Agreement each dated as of January 5, 2021, among the Company, U.S. Bancorp Investments, Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Mizuho Securities USA LLC, Santander Investment Securities Inc., Wells Fargo Securities, LLC, BNY Mellon Capital Markets, LLC, Fifth Third Securities, Inc., Goldman Sachs & Co. LLC, MUFG Securities Americas Inc., PNC Capital Markets LLC, RBC Capital Markets, LLC, Truist Securities, Inc., and Academy Securities, Inc. The Underwriting Agreement is attached hereto as Exhibit 1.1 and the Pricing Agreement is attached hereto as Exhibit 1.1.1.
The form of Indenture for the Notes was filed as Exhibit 4.1 to the Registration Statement.
The Forty-Ninth Supplemental Indenture, relating to the Notes, dated as of January 12, 2021, between the Company and U.S. Bank National Association (formerly known as Firstar Bank, National Association), as Trustee, supplements the Indenture dated as of June 25, 1999, between the Company and Firstar Bank, National Association, as Trustee. The Forty-Ninth Supplemental Indenture is attached hereto as Exhibit 4.3.1.
An opinion of Christine S. Wheatley, Esq., including her consent, is attached hereto as Exhibit 5.1. An opinion of Freshfields Bruckhaus Deringer US LLP, including its consent, is attached hereto as Exhibit 5.2.
The Company expects to use the net proceeds of this offering for general corporate purposes.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE KROGER CO. | ||
| January 12, 2021 | By: | /s/ Christine S. Wheatley |
| Christine S. Wheatley | ||
| Group Vice President, Secretary and General Counsel | ||