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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/13/20 Kroger Co 8-K:8,9 1/13/20 15:779K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 42K 2: EX-1.1 Underwriting Agreement HTML 170K 3: EX-1.1.1 Underwriting Agreement HTML 52K 4: EX-4.3 Instrument Defining the Rights of Security Holders HTML 155K 5: EX-5.1 Opinion of Counsel re: Legality HTML 27K 6: EX-5.2 Opinion of Counsel re: Legality HTML 27K 14: R1 Cover HTML 47K 11: XML IDEA XML File -- Filing Summary XML 13K 13: XML XBRL Instance -- tm201841d1_8k_htm XML 15K 10: EXCEL IDEA Workbook of Financial Reports XLSX 6K 8: EX-101.LAB XBRL Labels -- kr-20200113_lab XML 97K 9: EX-101.PRE XBRL Presentations -- kr-20200113_pre XML 65K 7: EX-101.SCH XBRL Schema -- kr-20200113 XSD 13K 15: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K 12: ZIP XBRL Zipped Folder -- 0001104659-20-003428-xbrl Zip 81K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: i January 13, 2020
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| i Ohio | No. i 1-303 | i 31-0345740 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
i Cincinnati, i OH i 45202
(Address of principal executive offices)
Registrant’s telephone number: ( i 513) i 762-4000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| i Common, $1.00 par value | i KR | i New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
C:
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 6, 2020, the Company is issuing $750,000,000 of debt securities denominated 3.950% Senior Notes due 2050 (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 6, 2020, among the Company, BofA Securities, Inc., Mizuho Securities USA LLC, RBC Capital Markets, LLC, Citigroup Global Markets Inc., Fifth Third Securities, Inc., MUFG Securities Americas Inc., BNY Mellon Capital Markets, LLC, Goldman Sachs & Co. LLC, PNC Capital Markets LLC, Satander Investment Securities Inc., SunTrust Robinson Humphrey, Inc., U.S. Bancorp Investments, Inc., Wells Fargo Securities, LLC, and CastleOak Securities, L.P. 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-Seventh Supplemental Indenture, relating to the Notes, dated as of January 13, 2020, 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-Seventh 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 to refinance debt that matures in January 2020, and for general corporate purposes.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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C:
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 13, 2020 | By: | /s/ Christine S. Wheatley |
| Christine S. Wheatley | ||
| Group Vice President, Secretary and General Counsel | ||
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C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period end: | 1/13/20 | |||
| 1/6/20 | 424B5, FWP | |||
| 5/24/19 | S-3ASR | |||
| 6/25/99 | 8-K | |||
| List all Filings | ||||