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.



Exhibit No.   Description
      1.1       Underwriting Agreement, 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.

    1.1.1       Pricing Agreement, 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.

      4.3       Forty-Seventh Supplemental Indenture, relating to the 3.950% Senior
              Notes due 2050, dated as of January 13, 2020, between the Company and
              U.S. Bank National Association (formerly known as Firstar Bank,
              National Association), as Trustee.

      5.1       Opinion of Christine S. Wheatley, Esq.

      5.2       Opinion of Freshfields Bruckhaus Deringer US LLP.

     23.1       Consent of Christine S. Wheatley, Esq., which is contained in her
              opinion filed as Exhibit 5.1.

     23.2       Consent of Freshfields Bruckhaus Deringer US LLP, which is contained
              in its opinion filed as Exhibit 5.2.

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