Material Agreement · New Debt / Obligation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 8-K   CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934   Date of Report:  July 6, 2021 (Date of earliest event reported)   THE KROGER CO. (Exact name of registrant as specified in its charter)   Ohio   No. 1-303   31-0345740 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)   1014 Vine Street Cincinnati , OH 45202 (Address of principal executive offices, including zip code)   Registrant’s telephone number, including area code:  ( 513 ) 762-4000   Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:   ¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))   Securities registered pursuant to Section 12(b) of the Act:   Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock $1 par value   KR   NYSE   Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).   Emerging growth company ¨   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨           Item 1.01 Entry into a Material Definitive Agreement.   On July 6, 2021, The Kroger Co. (NYSE:KR) (the “Company”) executed an Amended and Restated Credit Agreement (the “Credit Agreement”) among the Company, the lenders from time to time party thereto, Bank of America, N.A. and Wells Fargo Bank National Association, as co-administrative agents, and Bank of America, N.A., as paying agent. The Credit Agreement amends and restates the Company’s existing credit agreement, and, among other things, (i) extends the termination date of the commitments thereunder to July 6, 2026, (ii) increases the incremental capacity thereunder from $1 billion to $1.25 billion, (iii) adds provisions for determining an alternative rate of interest in the event that the London interbank offered rate is no longer available or in certain other circumstances and (iv) modifies certain representations and warranties and covenants applicable to the Company as the borrower thereunder. The Credit Agreement provides for a $2.750 billion unsecured revolving credit facility, which the Company may increase by up to an additional $1.250 billion, subject to certain conditions. Unless extended, the Credit Agreement will terminate and all amounts outstanding thereunder will be due and payable on July 6, 2026. Borrowings under the Credit Agreement will bear interest at the rates specified in the Credit Agreement, which vary based on the type of loan and the Company’s debt rating. The Credit Agreement contains a financial covenant regarding the Company’s leverage ratio. The Credit Agreement also contains other customary covenants and events of default for credit facilities of this type. Upon an event of default that is not cured or waived within any applicable cure periods, in addition to other remedies that may be available to the lenders, the obligations under the Credit Agreement may be accelerated. Certain parties to the Credit Agreement, and affiliates of those parties, provide banking, investment banking, and other financial services to the Company from time to time.   A copy of the Credit Agreement is attached hereto as Exhibit 10.1.   Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.   The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.   Item 9.01 Financial Statements and Exhibits.   (d)   Exhibits.   Exhibit No.   Description 10.1   Amended and Restated Credit Agreement, dated as of July 6, 2021, by and among the Company, the lenders from time to time party thereto, Bank of America, N.A. and Wells Fargo Bank National Association, as co-administrative agents, and Bank of America, N.A., as paying agent. 104   Cover Page Interactive Data File (embedded within the Inline XBRL document)         SIGNATURE   Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.     THE KROGER CO.             July 7, 2021 By:  /s/ Christine S. Wheatley     Christine S. Wheatley     Group Vice President, Secretary and General Counsel