Pricing Agreement
Exhibit 1.1.1
EXECUTION VERSION
U.S. Bancorp Investments, Inc.
BofA Securities, Inc.
Citigroup Global Markets Inc.
As Representatives of the several
Underwriters named in Schedule I hereto.
January 5, 2021
Ladies and Gentlemen:
The Kroger Co., an Ohio corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated January 5, 2021 (the “Underwriting Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities (the “Designated Securities”) specified in Schedule II hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of each of the Underwriters of the Designated Securities pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters, and under other terms and conditions set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto.
The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Pricing Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information and the Prospectus. Schedule III hereto sets forth the Time of Sale Information made available at the Time of Sale.
If the foregoing is in accordance with your understanding, please sign and return to us three counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof.
| Very Truly Yours, | ||
| THE KROGER CO. | ||
| By: | /s/ Xxxxxxxxx Xxxxxxxx | |
| Name: | Xxxxxxxxx Xxxxxxxx | |
| Title: | Group Vice President, Secretary and General Counsel | |
[Signature Page to Pricing Agreement]
U.S. Bancorp Investments, Inc.
BofA Securities, Inc.
Citigroup Global Markets Inc.
and the additional Underwriters named on Schedule I to this Pricing Agreement
| By: | U.S. Bancorp Investments, Inc. | ||
| By: | /s/ Xxxx Xxxxx | ||
| Name: | Xxxx Xxxxx | ||
| Title: | Vice President | ||
| By: | BofA Securities, Inc. | ||
| By: | /s/ Happy Xxxxxxxx | ||
| Name: | Happy Xxxxxxxx | ||
| Title: | Managing Director | ||
| By: | Citigroup Global Markets Inc. | ||
| By: | /s/ Xxxxx X. Xxxxxxxxx | ||
| Name: | Xxxxx X. Xxxxxxxxx | ||
| Title: | Managing Director | ||
On behalf of each of the Underwriters
[Signature Page to Pricing Agreement]
SCHEDULE I
| Underwriter | Principal Amount of Senior Notes To Be Purchased | |||
| U.S. Bancorp Investments, Inc. | $ | 75,000,000 | ||
| BofA Securities, Inc. | 75,000,000 | |||
| Citigroup Global Markets Inc. | 75,000,000 | |||
| Mizuho Securities USA LLC | 35,000,000 | |||
| Santander Investment Securities Inc. | 35,000,000 | |||
| Xxxxx Fargo Securities, LLC | 35,000,000 | |||
| BNY Mellon Capital Markets, LLC | 22,500,000 | |||
| Fifth Third Securities, Inc. | 22,500,000 | |||
| Xxxxxxx Xxxxx & Co. LLC | 22,500,000 | |||
| MUFG Securities Americas Inc. | 22,500,000 | |||
| PNC Capital Markets LLC | 22,500,000 | |||
| RBC Capital Markets, LLC | 22,500,000 | |||
| Truist Securities, Inc. | 22,500,000 | |||
| Academy Securities, Inc. | 12,500,000 | |||
| Total | $ | 500,000,000 | ||
SCHEDULE II
Title of Designated Securities:
1.700% Senior Notes due 2031
Aggregate Principal Amount:
$500,000,000 of 1.700% Senior Notes due 2031
Price to Public:
99.771% of the principal amount of the 1.700% Senior Notes due 2031, plus accrued interest from January 12, 2021
Purchase Price by Underwriters:
99.121% of the principal amount of the 1.700% Senior Notes due 2031, plus accrued interest from January 12, 2021
Specified Funds for Payment of Purchase Price:
Immediately available funds
Indenture:
Indenture dated as of June 25, 1999, between the Company and Firstar Bank, National Association (currently known as U.S. Bank National Association), as Trustee, as supplemented by the First Supplemental Indenture, dated June 25, 1999, the Second Supplemental Indenture, dated June 25, 1999, the Third Supplemental Indenture, dated June 25, 1999, the Fourth Supplemental Indenture, dated September 22, 1999, the Fifth Supplemental Indenture, dated September 22, 1999, the Sixth Supplemental Indenture, dated September 22, 1999, the Seventh Supplemental Indenture, dated February 11, 2000, the Eighth Supplemental Indenture, dated February 11, 2000, the Ninth Supplemental Indenture, dated August 21, 2000, the Tenth Supplemental Indenture, dated May 11, 2001, the Eleventh Supplemental Indenture, dated May 11, 2001, the Twelfth Supplemental Indenture, dated August 16, 2001, the Thirteenth Supplemental Indenture, dated April 3, 2002, the Fourteenth Supplemental Indenture, dated June 17, 2002, the Fifteenth Supplemental Indenture, dated January 28, 2003, the Sixteenth Supplemental Indenture, dated December 20, 2004, the Seventeenth Supplemental Indenture, dated August 15, 2007, the Eighteenth Supplemental Indenture, dated January 16, 2008, the Nineteenth Supplemental Indenture, dated March 27, 2008, the Twentieth Supplemental Indenture, dated March 27, 2008, the Twenty-First Supplemental Indenture, dated November 25, 2008, the Twenty-Second Supplemental Indenture, dated October 1, 2009, the Twenty-Third Supplemental Indenture, dated July 13, 2010, the Twenty-Fourth Supplemental Indenture, dated January 19, 2012, the Twenty-Fifth Supplemental Indenture, dated April 16, 2012, the Twenty-Sixth Supplemental Indenture, dated April 16, 2012, the Twenty-Seventh Supplemental Indenture, dated July 25, 2013, the Twenty-Eighth Supplemental Indenture, dated July 25, 2013, the Twenty-Ninth Supplemental Indenture, dated December 23, 2013, the Thirtieth Supplemental Indenture, dated December 23, 2013, the Thirty-First Supplemental Indenture, dated December 23, 2013, the Thirty-Second Supplemental Indenture, dated December 23, 2013, the Thirty-Third Supplemental Indenture, dated January 30, 2014, the Thirty-Fourth Supplemental Indenture, dated October 28, 2014, the Thirty-Fifth Supplemental Indenture, dated January 15, 2016, the Thirty-Sixth Supplemental Indenture, dated January 15, 2016, the Thirty-Seventh Supplemental Indenture, dated January 15, 2016, the Thirty-Eighth Supplemental Indenture, dated October 3, 2016, the Thirty-Ninth Supplemental Indenture, dated October 3, 2016, the Fortieth Supplemental Indenture, dated October 3, 2016, the Forty-First Supplemental Indenture, dated January 24, 2017, the Forty-Second Supplemental Indenture, dated July 24, 2017, the Forty-Third Supplemental Indenture, dated July 24, 2017, the Forty-Fourth Supplemental Indenture, dated July 24, 2017, the Forty-Fifth Supplemental Indenture, dated January 14, 2019, the Forty-Sixth Supplemental Indenture, dated January 14, 2019, the Forty-Seventh Supplemental Indenture dated January 13, 2020, the Forty-Eighth Supplemental Indenture dated April 28, 2020 and the Forty-Ninth Supplemental Indenture to be dated January 12, 2021.
Maturity:
The 1.700% Senior Notes due 2031 will mature on January 15, 2031
Interest Rates:
The 1.700% Senior Notes due 2031 will bear interest from January 15, 2021 at 1.700%
Interest Payment Dates:
Interest on the 1.700% Senior Notes due 2031 is payable semiannually on January 15 and July 15 of each year, commencing on January 15, 2021
Redemption Provisions:
As described in the term sheet dated January 5, 2021 included on Schedule IV
Change of Control Put:
As described in the preliminary prospectus supplement dated January 5, 2021
Sinking Fund Provision:
No sinking fund provisions
Defeasance Provisions:
As described in the preliminary prospectus supplement dated January 5, 2021
Guarantees:
None
Time of Delivery:
January 12, 2021
Closing Location:
Offices of Freshfields Bruckhaus Xxxxxxxx US LLP
000 Xxxxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Name and Address of Representatives:
U.S. Bancorp Investments, Inc.
000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: High Grade Syndicate
Facsimile: (000) 000-0000
BofA Securities, Inc.
0000 Xxxxxxxx
XX0-000-00-00
Xxx Xxxx, XX 00000
Attention: High Grade Transaction Management/Legal
Facsimile: (000) 000-0000
Email: xx.xx_xx_xxxxxxx@xxxx.xxx
Citigroup Global Markets Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
Schedule III
Time of Sale Information
| 1. | Preliminary Prospectus Supplement, dated January 5, 2021, including the base prospectus included therein, dated May 24, 2019 |
| 2. | Term sheet, dated January 5, 2021, included on Schedule IV |
Schedule IV
The Kroger Co.
Pricing Term Sheet
Dated January 5, 2021
| Issuer: | The Kroger Co. |
| Security Type: | Senior Notes |
| Trade Date: | January 5, 2021 |
| Settlement Date: | January 12, 2021 (T+5) |
| Denominations: | $2,000 x $1,000 |
| Principal Amount: | $500,000,000 |
| Maturity Date: | January 15, 2031 |
| Coupon: | 1.700% |
| Benchmark Treasury: | UST 0.875% due November 15, 2030 |
| Benchmark Treasury Price / Yield: | 99-08 / 0.955% |
| Spread to Benchmark Treasury: | T + 77 basis points |
| Yield to Maturity: | 1.725% |
| Price to Public: | 99.771% of the principal amount |
| Interest Payment Dates: | January 15 and July 15, commencing on July 15, 2021 |
| Optional Redemption Provisions: | |
| Make-whole Call: | Treasury Rate plus 15 basis points (prior to October 15, 2030) |
| Par Call: | On or after October 15, 2030 (3 months prior to maturity) |
| CUSIP/ISIN: | 501044DQ10 / US501044DQ10 |
| Joint Book-Running Managers: | U.S. Bancorp Investments, Inc. |
| BofA Securities, Inc. | |
| Citigroup Global Markets Inc. | |
| Mizuho Securities USA LLC | |
| Santander Investment Securities Inc. | |
| Xxxxx Fargo Securities, LLC | |
| Co-Managers: | BNY Mellon Capital Markets, LLC |
| Fifth Third Securities, Inc. | |
| Xxxxxxx Xxxxx & Co. LLC | |
| MUFG Securities Americas Inc. | |
| PNC Capital Markets LLC | |
| RBC Capital Markets, LLC | |
| Truist Securities, Inc. | |
| Academy Securities, Inc. |
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling U.S. Bancorp Investments, Inc. toll-free at (000) 000-0000, BofA Securities, Inc. toll-free at (000) 000-0000, Citigroup Global Markets Inc. toll-free at (000) 000-0000, Mizuho Securities USA LLC toll-free at (000) 000-0000, Santander Investment Securities Inc. toll-free at (000) 000-0000 and Xxxxx Fargo Securities, LLC toll-free at (000) 000-0000.
We expect that delivery of the notes will be made against payment therefor on or about the settlement date specified above, which will be the fifth business day following the date of this term sheet. Under Rule 15c6-1 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of this term sheet or the next two succeeding business days will be required, by virtue of the fact that the notes initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes on the date hereof or the next two succeeding business days should consult their own advisor.
Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.
