Kroger Co. Terminates Material Definitive Agreement
Ticker: KR · Form: 8-K · Filed: Dec 11, 2024 · CIK: 56873
| Field | Detail |
|---|---|
| Company | Kroger CO (KR) |
| Form Type | 8-K |
| Filed Date | Dec 11, 2024 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 3 min |
| Key Dollar Amounts | $1.00 |
| Sentiment | neutral |
Sentiment: neutral
Topics: agreement-termination, material-event
Related Tickers: KR
TL;DR
Kroger just terminated a big deal. Details TBD.
AI Summary
On December 11, 2024, The Kroger Co. filed an 8-K report detailing the termination of a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements/exhibits. Specific details regarding the agreement terminated were not provided in the excerpt.
Why It Matters
The termination of a material definitive agreement could signal a significant shift in Kroger's business operations or strategic partnerships, potentially impacting its financial performance and market position.
Risk Assessment
Risk Level: medium — Termination of a material definitive agreement can introduce uncertainty and potential financial repercussions, warranting a medium risk assessment.
Key Players & Entities
- The Kroger Co. (company) — Registrant
- Ohio (jurisdiction) — State of Incorporation
- December 11, 2024 (date) — Date of Report
FAQ
What specific material definitive agreement did The Kroger Co. terminate?
The provided excerpt does not specify the name or details of the material definitive agreement that was terminated.
When was the termination of the material definitive agreement effective?
The filing indicates the report date is December 11, 2024, and the earliest event reported is also December 11, 2024, suggesting the termination occurred on or around this date.
Are there any financial implications mentioned regarding the termination?
The excerpt does not detail any specific financial implications arising from the termination of the agreement.
What is the principal executive office address for The Kroger Co.?
The principal executive offices are located at 1014 Vine Street, Cincinnati, OH 45202.
What is the IRS Employer Identification Number for The Kroger Co.?
The IRS Employer Identification Number for The Kroger Co. is 31-0345740.
Filing Stats: 635 words · 3 min read · ~2 pages · Grade level 11.2 · Accepted 2024-12-11 17:18:21
Key Financial Figures
- $1.00 — ge On Which Registered Common Stock, $1.00 par value per share KR New York Sto
Filing Documents
- tm2427516d10_8k.htm (8-K) — 27KB
- tm2427516d10_ex99-1.htm (EX-99.1) — 29KB
- tm2427516d10_ex99-1img001.jpg (GRAPHIC) — 23KB
- 0001104659-24-127669.txt ( ) — 263KB
- kr-20241211.xsd (EX-101.SCH) — 3KB
- kr-20241211_lab.xml (EX-101.LAB) — 33KB
- kr-20241211_pre.xml (EX-101.PRE) — 22KB
- tm2427516d10_8k_htm.xml (XML) — 3KB
02 Termination of a Material Definitive Agreement
Item 1.02 Termination of a Material Definitive Agreement. On December 11, 2024, The Kroger Co. ("Kroger" or the "Company") delivered a notice (the Termination Notice") to Albertsons Companies, Inc. ("Albertsons") terminating the previously announced Agreement and Plan of Merger, dated as of October 13, 2022, by and among the Company, Albertsons and Kettle Merger Sub, Inc. ("Merger Sub"), which provided for the merger of Merger Sub with and into Albertsons, with Albertsons as the surviving corporation and a direct, wholly owned subsidiary of Kroger (the "Merger" and such agreement, the "Merger Agreement"). Capitalized terms used and not defined herein have the meanings assigned to them in the Merger Agreement. The Termination Notice further notified Albertsons that a prior termination letter sent by Albertsons to Kroger, dated December 10, 2024, is not an effective termination. In connection with the Termination Notice, Kroger notified Albertsons that Kroger has no obligation to pay the Parent Termination Fee because Albertsons has failed to perform and comply in all material respects with its covenants under the Merger Agreement. The Company's termination of the Merger Agreement followed the December 10, 2024 decision of United States District Court for the District of Oregon in the case Federal Trade Commission et al. v. The Kroger Company and Albertsons Companies, Inc. (Case No.: 3:24-cv-00347-AN), whereby the court issued a preliminary injunction enjoining the consummation of the Merger.
01. Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure. On December 11, 2024, the Company issued a press release regarding the matters described in Item 1.02 of this Current Report on Form 8-K, a copy of which is filed as Exhibit 99.1.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits (d) Exhibits 99.1 Press Release, dated December 11, 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: December 11, 2024