Item 8.01 Other Events.
On December 14, 2016, The Kroger Co. (the Company) filed Registration Statement No. 333-215085 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 7, 2019, the Company is issuing $600,000,000 of debt securities denominated 4.500% Senior Notes due 2029, and $600,000,000 of debt securities denominated 5.400% Senior Notes due 2049 (collectively, 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 7, 2019, among the Company, Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, U.S. Bancorp Investments, Inc., BB&T Capital Markets, a division of BB&T Securities, LLC, BNY Mellon Capital Markets, LLC, Fifth Third Securities, Inc., MUFG Securities Americas Inc., RBC Capital Markets, LLC, Santander Investment Securities Inc., Mizuho Securities USA LLC, PNC Capital Markets LLC, Drexel Hamilton, LLC and The Williams Capital Group, 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-Fifth Supplemental Indenture, relating to the 4.500% Senior Notes due 2029, dated as of January 14, 2019, 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-Fifth Supplemental Indenture is attached hereto as Exhibit 4.3.1.
The Forty-Sixth Supplemental Indenture, relating to the 5.400% Senior Notes due 2049, dated as of January 14, 2019, 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-Sixth Supplemental Indenture is attached hereto as Exhibit 4.3.2.
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 to refinance long-term indebtedness and other indebtedness, including debt that matures in January 2019, and for general corporate purposes.