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| KR > SEC Filings for KR > Form 8-K on 16-Apr-2012 | All Recent SEC Filings |
16-Apr-2012
Other Events, Financial Statements and Exhibits
On December 15, 2010, The Kroger Co. filed Registration Statement No. 333-171183 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 April 10, 2012, The Kroger Co. is issuing $500,000,000 of debt securities denominated 3.40% Senior Notes due 2022 and $350,000,000 of debt securities denominated 5.00% Senior Notes due 2042 (collectively, 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 Registrant has executed an Underwriting Agreement and a Pricing Agreement both dated as of April 10, 2012, among The Kroger Co., Citigroup Global Markets Inc., Goldman, Sachs & Co., RBS Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, U.S. Bancorp Investments, Inc., Wells Fargo Securities, LLC, BNY Mellon Capital Markets, LLC, Fifth Third Securities, Inc., PNC Capital Markets LLC, RBC Capital Markets, LLC, CastleOak Securities, L.P., The Williams Capital Group, 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-Fifth Supplemental Indenture, relating to the 3.40% Senior Notes due 2022, dated as of April 16, 2012, among The Kroger Co. 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 Kroger Co. and Firstar Bank, National Association, as Trustee. The Twenty-Fifth Supplemental Indenture is attached hereto as Exhibit 4.3.1.
The Twenty-Sixth Supplemental Indenture, relating to the 5.00% Senior Notes due 2042, dated as of April 16, 2012, among The Kroger Co. 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 Kroger Co. and Firstar Bank, National Association, as Trustee. The Twenty-Sixth Supplemental Indenture is attached hereto as Exhibit 4.3.2.
An opinion of Paul Heldman, Esq., including his consent, is attached as Exhibit 5.1. An opinion of Fried, Frank, Harris, Shriver & Jacobson LLP, including its consent, is attached as Exhibit 5.2.
The Company expects to use the proceeds of the Notes to repay long-term indebtedness, which may include 6.75% Senior Notes due April 15, 2012 and 6.20% Senior Notes due June 15, 2012, or for general corporate purposes.
(d) Exhibits.
1.1 Underwriting Agreement dated as of April 10, 2012, among The Kroger Co., Citigroup Global Markets Inc., Goldman, Sachs & Co., RBS Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, U.S. Bancorp Investments, Inc., Wells Fargo Securities, LLC, BNY Mellon Capital Markets, LLC, Fifth Third Securities, Inc., PNC Capital Markets LLC, RBC Capital Markets, LLC, CastleOak Securities, L.P., The Williams Capital Group, L.P.
1.1.1 Pricing Agreement dated as of April 10, 2012, among The Kroger Co., Citigroup Global Markets Inc., Goldman, Sachs & Co., RBS Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, U.S. Bancorp Investments, Inc., Wells Fargo Securities, LLC, BNY Mellon Capital Markets, LLC, Fifth Third Securities, Inc., PNC Capital Markets LLC, RBC Capital Markets, LLC, CastleOak Securities, L.P., The Williams Capital Group, L.P.
4.3.1 Twenty-Fifth Supplemental Indenture, dated as of April 16, 2012, relating to the 3.40% Senior Notes due 2022, between The Kroger Co., and U.S. Bank National Association (formerly known as Firstar Bank, National Association), as Trustee
4.3.2 Twenty-Sixth Supplemental Indenture, dated as of April 16, 2012, relating to the 5.00% Senior Notes due 2042, between The Kroger Co., and U.S. Bank National Association (formerly known as Firstar Bank, National Association), as Trustee
5.1 Opinion of Paul Heldman, Esq.
5.2. Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP
23.1 Consent of Paul Heldman, Esq., which is contained in his opinion filed as Exhibit 5.1.
23.2 Consent of Fried, Frank, Harris, Shriver & Jacobson LLP, which is contained in the opinion filed as Exhibit 5.2
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