Kroger Co. Files 8-K Report

TL;DR

Kroger filed an 8-K, likely with financial updates. Stay tuned.

AI Summary

On August 15, 2024, The 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 performance and business activities. No specific new financial figures or significant events were detailed in the provided excerpt.

Why It Matters

This filing signals that Kroger Co. is providing updated information to the SEC, which could include material events or financial disclosures relevant to investors.

Risk Assessment

Risk Level: low — The filing is a standard procedural report (8-K) without immediate indication of negative events or significant financial distress.

Key Players & Entities

• Kroger Co. (company) — Registrant
• August 15, 2024 (date) — Date of Report
• Ohio (location) — State of Incorporation
• 513-762-4000 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $1.00 — nge on which registered Common Stock $1.00 par value per share KR New York Sto
• $7,441,608,000 — American Stores Company, LLC, for up to $7,441,608,000 aggregate principal amount of new notes

Filing Documents

• tm2421523d1_8k.htm (8-K) — 42KB
• tm2421523d1_ex99-1.htm (EX-99.1) — 137KB
• tm2421523d1_8kimg001.jpg (GRAPHIC) — 4KB
• tm2421523d1_ex99-1img001.jpg (GRAPHIC) — 14KB
• 0001104659-24-090141.txt ( ) — 398KB
• kr-20240815.xsd (EX-101.SCH) — 3KB
• kr-20240815_lab.xml (EX-101.LAB) — 33KB
• kr-20240815_pre.xml (EX-101.PRE) — 22KB
• tm2421523d1_8k_htm.xml (XML) — 3KB

01

Item 8.01 Other Events. As previously disclosed, on October 13, 2022, The Kroger Co., an Ohio corporation ("Kroger" or the "Company"), Albertsons Companies, Inc., a Delaware corporation ("ACI"), and Kettle Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Kroger ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Merger Sub will be merged with and into ACI (the "Merger"), with ACI surviving the Merger as a direct, wholly owned subsidiary of the Company. On August 15, 2024, the Company commenced, in connection with the Merger, an exchange offer for any and all outstanding notes (the "ACI Notes") issued by ACI, New Albertsons, L.P., Safeway Inc., Albertson's LLC, Albertsons Safeway LLC and American Stores Company, LLC, for up to $7,441,608,000 aggregate principal amount of new notes to be issued by the Company and cash. In conjunction with the offers to exchange (collectively, the "Exchange Offers") the ACI Notes, the Company is concurrently soliciting consents (collectively, the "Consent Solicitations") to adopt certain proposed amendments to each of the indentures (each an "ACI Indenture" and, collectively, the "ACI Indentures") governing the ACI Notes to, among other things, eliminate from each of the ACI Indentures (i) substantially all of the restrictive covenants, (ii) certain of the events which may lead to an "Event of Default," (iii) the reporting covenant, (iv) any restrictions on the applicable ACI entities from consolidating with or merging into any other person or conveying, transferring or leasing all or any of their properties and assets to any person, (v) the covenant requiring certain subsidiaries of ACI to guarantee certain of the ACI Notes and (vi) any obligations to offer to repurchase the ACI Notes upon certain change of control transactions along with certain other ancillary amendments as further described in the Offering Memorandum and Consent Solicitation Statement (

Forward Looking Statements

Forward Looking Statements This communication (including information included or incorporated by reference herein) contains "forward-looking statements" within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended. These statements are based on Kroger's assumptions and beliefs in light of the information currently available to the Company. These statements are subject to a number of known and unknown risks, uncertainties and other important factors, including the risks and other factors discussed in the "Risk Factors" section of the Offering Memorandum and Consent Solicitation Statement, that could cause actual results and outcomes to differ materially from any future results or outcomes expressed or implied by such forward looking statements. Such statements are indicated by words or phrases such as "achieve," "affect," "anticipate," "assumptions," "believe," "committed," "continue," "could," "deliver," "effect," "enable," "estimate," "expects," "future," "goal," "growth," "guidance," "intended," "likely," "maintain," "may," "model," "plan," "position," "program," "result," "strategy," "strong," "trend," "will" and "would," and variations of such words and similar phrases. Forward-looking statements are subject to inherent risks and uncertainties. Various uncertainties and other factors could cause actual results to differ materially from those contained in the forward-looking statements. These include: the extent to which Kroger's sources of liquidity are sufficient to meet its requirements may be affected by the state of the financial markets and the effect that such condition has on its ability to issue commercial paper at acceptable rates. Kroger's ability to borrow under its committed lines of credit, including its bank credit facilities, could be impaired if one or more of Kroger's lenders under those lines is unwilling or unable to honor its contractual obligation to lend to Kroger, or in the event that global pandemics, natur

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits 99.1 Press Release, dated August 15, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE 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. August 15, 2024 By: /s/ Christine S. Wheatley Christine S. Wheatley Senior Vice President, General Counsel and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR