Kroger Co. Files 8-K Report

TL;DR

Kroger filed an 8-K, likely containing financial updates. Keep an eye out for details.

AI Summary

On April 22, 2024, Kroger Co. filed an 8-K report. The filing primarily concerns "Other Events" and "Financial Statements and Exhibits," indicating updates or disclosures related to the company's financial status and operations. No specific new financial figures or significant events were detailed in the provided excerpt.

Why It Matters

This filing serves as an official update from Kroger Co. to the SEC, potentially containing information relevant to investors regarding financial statements or other material events.

Risk Assessment

Risk Level: low — The filing is a standard procedural report (8-K) and the provided excerpt does not contain information indicating significant new risks or material adverse events.

Key Players & Entities

• Kroger Co. (company) — Registrant
• April 22, 2024 (date) — Date of report
• 1014 Vine Street Cincinnati, OH 45202 (address) — Principal Executive Offices
• 513-762-4000 (phone_number) — Registrant's Telephone Number

FAQ

Key Financial Figures

• $1.00 — e On Which Registered Common Stock, $1.00 par value per share KR New York Sto
• $2.9 b — all-cash consideration of approximately $2.9 billion, including customary adjustments.
• $500 million — of the proposed transaction, to invest $500 million to begin lowering prices post-close, an
• $1.3 billion — ng prices post-close, and an additional $1.3 billion to improve Albertsons Cos.' stores; the

Filing Documents

• tm2412341d1_8k.htm (8-K) — 30KB
• tm2412341d1_ex99-1.htm (EX-99.1) — 36KB
• 0001104659-24-049754.txt ( ) — 245KB
• kr-20240422.xsd (EX-101.SCH) — 3KB
• kr-20240422_lab.xml (EX-101.LAB) — 33KB
• kr-20240422_pre.xml (EX-101.PRE) — 22KB
• tm2412341d1_8k_htm.xml (XML) — 3KB

01. Other Events

Item 8.01. Other Events. On April 22, 2024, The Kroger Co. ("Kroger") and Albertsons Companies Inc. ("Albertsons") issued a joint press release announcing that they have entered into an amended and restated agreement with C&S Wholesale Grocers, LLC ("C&S") to divest 579 stores, as well as the QFC, Mariano's, Carrs and Haggen banner names and other certain assets in connection with the proposed Kroger-Albertsons merger previously announced on October 14, 2022. In addition, C&S will license the Albertsons banner in California and Wyoming and the Safeway banner in Arizona and Colorado. Kroger will divest the Debi Lilly Design, Primo Taglio, Open Nature, ReadyMeals and Waterfront Bistro private label brands to C&S. The amended agreement also provides C&S with access to the Signature and O Organics private label brands. In connection with the additional stores being conveyed to C&S, the updated divestiture package includes increased distribution capacity through a combination of different and larger facilities as well as expanded transition services agreements to support C&S and the addition of one dairy facility. The amended divestiture package also expands the corporate and office infrastructure provided to C&S given the increased store set to ensure C&S can continue to operate the divested stores competitively and cohesively. All fuel centers and pharmacies associated with the divested stores will remain with the stores and continue to operate. The definitive purchase agreement has customary representations and warranties and covenants of a transaction of its type. The transaction is subject to fulfillment of customary closing conditions, including regulatory approval, and the completion of the proposed merger. C&S will pay Kroger all-cash consideration of approximately $2.9 billion, including customary adjustments. A copy of the press release is attached hereto as Exhibit 99.1.

Forward Looking Statements

Forward Looking Statements This communication contains certain statements that constitute "forward-looking statements" within the meaning of federal securities laws, including statements regarding the effects of the proposed transaction and updated divestiture plan. These statements are based on the assumptions and beliefs of Kroger and Albertsons management in light of the information currently available to them. Such statements are indicated by words or phrases such as "create," "committed," "expand," "establish," "ensure," "enhance," "extend," "completion," "continue," and "will." Various uncertainties and other factors could cause actual results to differ materially from those contained in the forward-looking statements. These include the specific risk factors identified in "Risk Factors" in each of Kroger's and Albertsons' annual report on Form 10-K for the last fiscal year and any subsequent filings, as well as the following: the expected timing and likelihood of completion of the proposed transaction and updated divestiture plan, including the timing, receipt and terms and conditions of any required governmental and regulatory clearance of the proposed transaction and updated divestiture plan and/or resolution of pending litigation challenging the merger; the impact of the proposed updated divestiture plan; the occurrence of any event, change or other circumstances that could give rise to the termination of the updated divestiture agreement; the outcome of any legal proceedings that may be instituted against the parties and others following announcement of the merger agreement and proposed transaction or updated divestiture plan; the inability to consummate the proposed transaction or updated divestiture plan due to the failure to satisfy other conditions to complete the proposed transaction or updated divestiture plan; risks that the proposed transaction disrupts current plans and operations of Kroger and Albertsons Cos.; the ability to identify and recogn

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits 99.1 Press Release, dated April 22, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES 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. By: /s/ Christine S. Wheatley Name: Christine S. Wheatley Title: Senior Vice President, General Counsel and Secretary Date: April 22, 2024

View Full Filing

View this 8-K filing on SEC EDGAR