Item 8.01 Other Events.
On December 20, 2007, The Kroger Co., and its subsidiary guarantors, filed Registration Statement No. 333-148216 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 November 18, 2008, The Kroger Co. is issuing $600,000,000 of debt securities denominated 7.50% Senior Notes due 2014 (the "Notes"). The Notes are guaranteed by the subsidiary guarantors.
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 Registrant has executed an Underwriting Agreement and a Pricing Agreement both dated as of November 18, 2008, among The Kroger Co., its subsidiary guarantors, Goldman, Sachs & Co., J.P. Morgan Securities Inc., Greenwich Capital Markets, Inc., BNY Mellon Capital Markets, LLC, Rabo Securities USA, 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 Twenty- First Supplemental Indenture, dated as of November 25, 2008, among The Kroger Co., its subsidiary guarantors, and U.S. Bank National Association (formerly known as Firstar Bank, National Association), as Trustee, supplements the Indenture dated as of June 25, 1999, among The Kroger Co., its subsidiary guarantors, and Firstar Bank, National Association, as Trustee. The Twenty-First Supplemental Indenture is attached hereto as Exhibit 4.3.1. The Registrant intends to use the proceeds of the issuance of the Notes to repay short-term borrowings and borrowings under its revolving credit facility and thereafter to use those borrowings to repurchase, repay or redeem its outstanding indebtedness. The Registrant also expects to use borrowing proceeds for other general corporate purposes.
Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
1.1 Underwriting Agreement dated as of November 18, 2008, among The Kroger Co., its subsidiary guarantors, Goldman, Sachs & Co., J.P. Morgan Securities Inc., Greenwich Capital Markets, Inc., BNY Mellon Capital Markets, LLC, Rabo Securities USA, Inc., U.S. Bancorp Investments, Inc., Wells Fargo Securities, LLC, and CastleOak Securities, L.P.
1.1.1 Pricing Agreement dated as of November 18, 2008, among The Kroger Co., its subsidiary guarantors, Goldman, Sachs & Co., J.P. Morgan Securities Inc., Greenwich Capital Markets, Inc., BNY Mellon Capital Markets, LLC, Rabo Securities USA, Inc., U.S. Bancorp Investments, Inc., Wells Fargo Securities, LLC, and CastleOak Securities, L.P.
4.3.1 Twenty-First Supplemental Indenture, dated as of November 25, 2008, relating to the 7.50% Senior Notes due 2014, among The Kroger Co., its subsidiary guarantors, and U.S. Bank National Association (formerly known as Firstar Bank, National Association), as Trustee

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