Kroger Prices $10.5 Billion of Senior Notes

CINCINNATI, Aug. 20, 2024 /PRNewswire/ -- The Kroger Co. (KR) ("Kroger (KR)" or the "Company") announced today that it has priced a public offering in an aggregate principal amount of $1.0 billion of its 4.700% Senior Notes due 2026 at a price of 99.996 percent of par (the "2026 notes"); $1.0 billion of its 4.600% Senior Notes due 2027 at a price of 99.980 percent of par (the "2027 notes"); $1.4 billion of its 4.650% Senior Notes due 2029 at a price of 99.895 percent of par (the "2029 notes"); $1.3 billion of its 4.900% Senior Notes due 2031 at a price of 99.961 percent of par (the "2031 notes"); $2.2 billion of its 5.000% Senior Notes due 2034 at a price of 99.747 percent of par (the "2034 notes"); $2.1 billion of its 5.500% Senior Notes due 2054 at a price of 99.588 percent of par (the "2054 notes"); and $1.5 billion of its 5.650% Senior Notes due 2064 at a price of 99.555 percent of par (the "2064 notes"). The expected settlement date for the offering is August 27, 2024, subject to the satisfaction of customary closing conditions.

The Company expects to use the net proceeds of the offering to pay a portion of the cash consideration for its proposed merger with Albertsons Companies, Inc. (the "Merger") pursuant to an agreement and plan of merger dated October 13, 2022 (as amended, the "Merger Agreement"). ?

The 2026 notes, the 2027 notes, the 2029 notes and the 2031 notes are subject to a special mandatory redemption (at a price equal to 101% of the aggregate principal amount of such series of notes plus accrued and unpaid interest to, but excluding, the date of the special mandatory redemption) under certain circumstances if the Merger is terminated or does not close by an agreed upon date. If the Merger is not completed, the Company expects to use the net proceeds of the 2034 notes, the 2054 notes and the 2064 notes for general corporate purposes.

Citigroup Global Markets Inc. and Wells Fargo Securities, LLC are acting as lead joint book-running managers for the offering.

This news release is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

This offering is being made pursuant to an automatic shelf registration statement and prospectus and a related preliminary prospectus supplement filed by the Company ?with the Securities and Exchange Commission (the "SEC"). Before you invest, you should read the prospectus in the registration statement, related preliminary prospectus supplement and other documents Kroger (KR) has filed with the SEC for more complete information about Kroger (KR) and the offering. A copy of the prospectus and prospectus supplement relating to the offering may be obtained on the SEC website at?www.sec.gov?or from any of the underwriters by contacting:

Citigroup Global Markets Inc.
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, New York 11717
Telephone: 1 (800) 831-9146
Email:?prospectus@citi.com

Wells Fargo Securities, LLC
608 2nd Avenue South, Suite 1000
Minneapolis, Minnesota 55402
Attention: WFS Customer Service
Telephone: 1 (800) 645-3751
Email: wfscustomerservice@wellsfargo.com

About Kroger (KR)

At The Kroger Co. (KR) , we are dedicated to our Purpose: to Feed the Human Spirit?. We are, across our family of companies nearly 420,000 associates who serve over eleven million customers daily through a seamless digital shopping experience and retail food stores under a variety of banner names, serving America through food inspiration and uplift, and creating #ZeroHungerZeroWaste communities.

Forward-Looking Statements

This press release (including information included or incorporated by reference herein) contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). These statements are based on Kroger's (KR) assumptions and beliefs in light of the information currently available to it. 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 prospectus and the prospectus supplement and other factors discussed in the Company's filings (and Albertsons Companies, Inc.'s filings) under the Securities Act and the Exchange Act, that could cause actual results and outcomes to differ materially from any future results or outcomes expressed or implied by such forward looking statements. Prospective investors are cautioned that such forward-looking statements are not guarantees of future performance and that actual results, developments and business decisions may differ from those envisaged by such forward-looking statements. The Company undertakes no obligation to update any forward-looking statement.

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SOURCE The Kroger Co. (KR)