Kroger Co. Discloses Accelerated Financial Obligation

TL;DR

Kroger just filed an 8-K about an accelerated financial obligation - need to check the details.

AI Summary

On December 12, 2024, The Kroger Co. filed an 8-K report to disclose an event that accelerates or increases a direct financial obligation. This filing pertains to Kroger's existing financial obligations, but the specific details of the acceleration or increase in obligation are not provided in the excerpt.

Why It Matters

This filing indicates a potential change in Kroger's financial commitments, which could impact its debt structure and financial flexibility.

Risk Assessment

Risk Level: medium — Filings related to accelerated financial obligations can signal potential financial distress or significant changes in debt structure.

Key Players & Entities

• The Kroger Co. (company) — Registrant
• December 12, 2024 (date) — Date of earliest event reported
• Ohio (jurisdiction) — State of incorporation
• 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 — nge on which registered Common Stock $1.00 par value per share KR New York Sto
• $1,000,000,000 — enture") under which the Company issued $1,000,000,000 of its 4.700% Senior Notes due 2026, $1
• $1,400,000,000 — 00 of its 4.600% Senior Notes due 2027, $1,400,000,000 of its 4.650% Senior Notes due 2029 and
• $1,300,000,000 — of its 4.650% Senior Notes due 2029 and $1,300,000,000 of its 4.900% Senior Notes due 2031 (co

Filing Documents

• tm2430972d1_8k.htm (8-K) — 29KB
• tm2430972d1_8kimg001.jpg (GRAPHIC) — 4KB
• 0001104659-24-128106.txt ( ) — 211KB
• kr-20241212.xsd (EX-101.SCH) — 3KB
• kr-20241212_lab.xml (EX-101.LAB) — 33KB
• kr-20241212_pre.xml (EX-101.PRE) — 22KB
• tm2430972d1_8k_htm.xml (XML) — 3KB

04

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. As previously disclosed, on December 11, 2024, The Kroger Co. ("Kroger" or the "Company") delivered a 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. In connection with such termination, pursuant to the terms of the indenture dated as of June 25, 1999, between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee", and such indenture, the "Base Indenture"), as supplemented by the fiftieth supplemental indenture, dated as of August 27, 2024, between the Company and the Trustee (the "Supplemental Indenture", and together with the Base Indenture, as amended and supplemented from time to time, the "Indenture") under which the Company issued $1,000,000,000 of its 4.700% Senior Notes due 2026, $1,000,000,000 of its 4.600% Senior Notes due 2027, $1,400,000,000 of its 4.650% Senior Notes due 2029 and $1,300,000,000 of its 4.900% Senior Notes due 2031 (collectively, the "SMR Notes"), the Company is required to redeem such SMR Notes. On December 12, 2024, the Company issued a notice of special mandatory redemption to holders of the SMR Notes. Pursuant to the terms of the Indenture, the Company will redeem the SMR Notes on December 18, 2024 (the "Redemption Date") at a redemption price equal to 101% of their principal amount, plus accrued and unpaid interest to, but excluding, the Redemption Date. This Current Report on Form 8-K does not constitute a notice of redemption with respect to the SMR Notes.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K may contain certain statements that constitute "forward-looking statements" about Kroger's financial position and the future performance of the company. These statements are based on management's assumptions and beliefs in light of the information currently available to it. Such statements are indicated by words or phrases such as "achieve," "committed," "confidence," "continue," "deliver," "expect," "future," "guidance," "model," "outlook," "strategy," "target," "trends," "well-positioned," and variations of such words and similar phrases. 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 our annual report on Form 10-K for our last fiscal year and any subsequent filings, as well as the following: Kroger's ability to achieve sales, earnings, incremental FIFO operating profit, and adjusted free cash flow goals may be affected by: the termination of the merger agreement and our proposed transaction with Albertsons and related divestiture plan; labor negotiations; potential work stoppages; changes in the unemployment rate; pressures in the labor market; changes in government-funded benefit programs; changes in the types and numbers of businesses that compete with Kroger; pricing and promotional activities of existing and new competitors, and the aggressiveness of that competition; Kroger's response to these actions; the state of the economy, including interest rates, the inflationary, disinflationary and/or deflationary trends and such trends in certain commodities, products and/or operating costs; the geopolitical environment including wars and conflicts; unstable political situations and social unrest; changes in tariffs; the effect that fuel costs have on consumer spending; volatility of fuel margins; manufacturing commodity costs; supply co

View Full Filing

View this 8-K filing on SEC EDGAR