Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement Number 333-215085
The Kroger Co.
Pricing Term Sheet
Dated July 17, 2017
|
Issuer: |
|
The Kroger Co. |
|
Security Type: |
|
Senior Notes |
|
Trade Date: |
|
July 17, 2017 |
|
Settlement Date: |
|
July 24, 2017 (T+5) |
|
Denominations: |
|
$2,000 x $1,000 |
|
Ratings (Moody’s / S&P / Fitch)*: |
|
Baa1 / BBB / BBB |
|
|
|
|
|
2.800% Senior Notes Due 2022 | ||
|
| ||
|
Principal Amount: |
|
$400,000,000 |
|
Maturity Date: |
|
August 1, 2022 |
|
Coupon: |
|
2.800% |
|
Benchmark Treasury: |
|
UST 1.750% due June 30, 2022 |
|
Benchmark Treasury Price / Yield: |
|
99-16 ¼ / 1.854% |
|
Spread to Benchmark Treasury: |
|
T + 95 basis points |
|
Yield to Maturity: |
|
2.804% |
|
Price to Public: |
|
99.981% |
|
Interest Payment Dates: |
|
February 1 and August 1, commencing on February 1, 2018 |
|
Make-Whole Call: |
|
Treasury Rate plus 15 basis points (prior to July 1, 2022) |
|
Par Call: |
|
On or after July 1, 2022 (one month prior to maturity) |
|
CUSIP/ISIN: |
|
501044 DH1 / US501044DH11 |
|
|
|
|
|
3.700% Senior Notes Due 2027 | ||
|
|
|
|
|
Principal Amount: |
|
$600,000,000 |
|
Maturity Date: |
|
August 1, 2027 |
|
Coupon: |
|
3.700% |
|
Benchmark Treasury: |
|
UST 2.375% due May 15, 2027 |
|
Benchmark Treasury Price / Yield: |
|
100-19 / 2.307% |
|
Spread to Benchmark Treasury: |
|
T + 140 basis points |
|
Yield to Maturity: |
|
3.707% |
|
Price to Public: |
|
99.941% |
|
Interest Payment Dates: |
|
February 1 and August 1, commencing on February 1, 2018 |
|
Make-Whole Call: |
|
Treasury Rate plus 25 basis points (prior to May 1, 2027) |
|
Par Call: |
|
On or after May 1, 2027 (three months prior to maturity) |
|
CUSIP/ISIN: |
|
501044 DJ7 / US501044DJ76 |
|
|
|
|
|
4.650% Senior Notes Due 2048 | ||
|
|
|
|
|
Principal Amount: |
|
$500,000,000 |
|
Maturity Date: |
|
January 15, 2048 |
|
Coupon: |
|
4.650% |
|
Benchmark Treasury: |
|
UST 3.000% due February 15, 2047 |
|
Benchmark Treasury Price / Yield: |
|
102-02+ / 2.895% |
|
Spread to Benchmark Treasury: |
|
T + 180 basis points |
|
Yield to Maturity: |
|
4.695% |
|
Price to Public: |
|
99.276% |
|
Interest Payment Dates: |
|
January 15 and July 15, commencing on January 15, 2018 |
|
Make-Whole Call: |
|
Treasury Rate plus 30 basis points (prior to July 15, 2047) |
|
Par Call: |
|
On or after July 15, 2047 (six months prior to maturity) |
|
CUSIP/ISIN: |
|
501044 DK4 / US501044DK40 |
|
|
|
|
|
Joint Book-Running Managers: |
|
|
|
|
|
|
|
2.800% Senior Notes Due 2022 | ||
|
| ||
|
|
|
Mizuho Securities USA LLC |
|
|
|
Goldman Sachs & Co. LLC |
|
|
|
U.S. Bancorp Investments, Inc. |
|
|
|
Citigroup Global Markets Inc. |
|
|
|
PNC Capital Markets LLC |
|
|
|
Wells Fargo Securities, LLC |
|
|
|
|
|
3.700% Senior Notes Due 2027 | ||
|
| ||
|
|
|
Mizuho Securities USA LLC |
|
|
|
RBC Capital Markets, LLC |
|
|
|
Wells Fargo Securities, LLC |
|
|
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated |
|
|
|
Fifth Third Securities, Inc. |
|
|
|
MUFG Securities Americas Inc. |
|
|
|
|
|
4.650% Senior Notes Due 2048 | ||
|
|
|
|
|
|
|
Mizuho Securities USA LLC |
|
|
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated |
|
|
|
Citigroup Global Markets Inc. |
|
|
|
BB&T Capital Markets, a division of BB&T Securities, LLC |
|
|
|
BNY Mellon Capital Markets, LLC |
|
|
|
Santander Investment Securities Inc. |
|
|
|
|
|
Co-Managers: |
|
|
|
|
|
|
|
2.800% Senior Notes Due 2022 | ||
|
|
|
|
|
|
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated |
|
|
|
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. |
|
|
|
The Williams Capital Group, L.P. |
|
|
|
|
|
3.700% Senior Notes Due 2027 | ||
|
|
|
|
|
|
|
BB&T Capital Markets, a division of BB&T Securities, LLC |
|
|
|
BNY Mellon Capital Markets, LLC |
|
|
|
Citigroup Global Markets Inc. |
|
|
|
Goldman Sachs & Co. LLC |
|
|
|
PNC Capital Markets LLC |
|
|
|
Santander Investment Securities Inc. |
|
|
|
U.S. Bancorp Investments, Inc. |
|
|
|
CastleOak Securities, L.P. |
|
|
|
|
|
4.650% Senior Notes Due 2048 | ||
|
| ||
|
|
|
Fifth Third Securities, Inc. |
|
|
|
Goldman Sachs & Co. LLC |
|
|
|
MUFG Securities Americas Inc. |
|
|
|
PNC Capital Markets LLC |
|
|
|
RBC Capital Markets, LLC |
|
|
|
U.S. Bancorp Investments, Inc. |
|
|
|
Wells Fargo Securities, LLC |
|
|
|
CastleOak Securities, L.P. |
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
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 EDGAR on the SEC Web site at www.sec.gov. 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 Mizuho Securities USA LLC toll-free at 1-866-271-7403, Citigroup Global Markets Inc. toll-free at 1-800-831-9146, Goldman Sachs & Co. LLC toll-free at 1-866-471-2526, Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322, RBC Capital Markets, LLC toll-free at 1-866-375- 6829, U.S. Bancorp Investments, Inc. toll-free at 1-877-558-2607, or Wells Fargo Securities, LLC toll-free at 1-800-645-3751.
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.