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KR > SEC Filings for KR > Form 8-K on 30-Jan-2014All Recent SEC Filings

Show all filings for KROGER CO

Form 8-K for KROGER CO


30-Jan-2014

Other Events, Financial Statements and Exhibits


Item 8.01 Other Events.

On December 13, 2013, The Kroger Co. filed Registration Statement No. 333-192842 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 23, 2014, The Kroger Co. is issuing $500,000,000 of debt securities denominated 4.00% Senior Notes due 2024 (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 January 23, 2014, among The Kroger Co., Citigroup Global Markets Inc., RBC Capital Markets, LLC, RBS Securities Inc., Wells Fargo Securities, LLC, Fifth Third Securities, Inc., BNY Mellon Capital Markets, LLC, Goldman, Sachs & Co., Mitsubishi UFJ Securities (USA), Inc. and Drexel Hamilton, LLC. 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 Thirty-Third Supplemental Indenture, relating to the 4.00% Notes due 2024, dated as of January 30, 2014, between 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 Thirty-Third Supplemental Indenture is attached hereto as Exhibit 4.3.1.

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 this offering to refinance long-term indebtedness that matured on January 15, 2014 and for general corporate purposes.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

1.1 Underwriting Agreement dated as of January 23, 2014, among The Kroger Co., Citigroup Global Markets Inc., RBC Capital Markets, LLC, RBS Securities Inc., Wells Fargo Securities, LLC, Fifth Third Securities, Inc., BNY Mellon Capital Markets, LLC, Goldman, Sachs & Co., Mitsubishi UFJ Securities (USA), Inc. and Drexel Hamilton, LLC

1.1.1 Pricing Agreement dated as of January 23, 2014, among The Kroger Co Citigroup Global Markets Inc., RBC Capital Markets, LLC, RBS Securities Inc., Wells Fargo Securities, LLC, Fifth Third Securities, Inc., BNY Mellon Capital Markets, LLC, Goldman, Sachs & Co., Mitsubishi UFJ Securities (USA), Inc. and Drexel Hamilton, LLC


4.3.1 Thirty-Third Supplemental Indenture, dated as of January 30, 2014, relating to the 4.00% Senior Notes due 2024, 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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