Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement Number 333-192842
The Kroger Co.
Pricing Term Sheet
Dated December 16, 2013
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Issuer: |
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The Kroger Co. |
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Trade Date: |
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December 16, 2013 |
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Settlement Date: |
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December 23, 2013 (T+5) |
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Denominations: |
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$2,000 x $1,000 |
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Ratings: |
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Baa2/BBB/BBB (Stable/Stable/Stable) |
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Senior Floating Rate Notes due 2016 | ||
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Principal Amount: |
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$500,000,000 |
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Security Type: |
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Senior Floating Rate Notes |
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Maturity: |
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October 17, 2016 |
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Initial Interest Rate: |
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To be determined two London business days before December 23, 2013 based on an interpolated LIBOR (as described in the following sentence) plus the Floating Rate Spread. Long first coupon interpolated between 3 month and 6 month LIBOR |
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Price to Public: |
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100.000% |
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Floating Rate Spread: |
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+ 53 bps |
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Reference Rate: |
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3-month LIBOR |
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Interest Payment and Reset Dates: |
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Quarterly on January 17, April 17, July 17 and October 17 commencing April 17, 2014 |
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Make-Whole Call: |
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None |
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Interest Determination Date: |
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Second London business day preceding each Reset Date |
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Day Count Convention: |
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Actual/360 |
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CUSIP/ISIN: |
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501044 CV1 / US501044CV14 |
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1.200% Notes due 2016 | ||
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Principal Amount: |
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$300,000,000 |
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Security Type: |
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Senior Notes |
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Maturity: |
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October 17, 2016 |
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Coupon: |
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1.200% |
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Price to Public: |
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99.937% |
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Yield to Maturity: |
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1.223% |
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Spread to Benchmark Treasury: |
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T + 55 bps |
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Benchmark Treasury: |
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UST 0.625% due December 15, 2016 |
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Benchmark Treasury Spot and Yield: |
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99-27+ and 0.673% |
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Interest Payment Dates: |
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April 17 and October 17, commencing April 17, 2014 |
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Make-Whole Call: |
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Treasury Rate plus 8 basis points |
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CUSIP/ISIN: |
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501044 CU3 / US501044CU31 |
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2.300% Notes due 2019 | ||
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Principal Amount: |
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$500,000,000 |
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Security Type: |
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Senior Notes |
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Maturity: |
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January 15, 2019 |
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Coupon: |
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2.300% |
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Price to Public: |
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99.852% |
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Yield to Maturity: |
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2.331% |
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Spread to Benchmark Treasury: |
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T + 80 bps |
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Benchmark Treasury: |
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UST 1.250% due November 30, 2018 |
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Benchmark Treasury Spot and Yield: |
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98-21¼ and 1.531% |
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Interest Payment Dates: |
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January 15 and July 15, commencing July 15, 2014 |
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Make-Whole Call: |
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Treasury Rate plus 12 basis points (prior to December 15, 2018) |
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Par Call: |
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On or after December 15, 2018 (one month prior to maturity) |
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CUSIP/ISIN: |
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501044 CW9 / US501044CW96 |
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3.300% Notes due 2021 | ||
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Principal Amount: |
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$700,000,000 |
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Security Type: |
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Senior Notes |
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Maturity: |
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January 15, 2021 |
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Coupon: |
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3.300% |
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Price to Public: |
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99.755% |
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Yield to Maturity: |
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3.339% |
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Spread to Benchmark Treasury: |
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T + 110 bps |
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Benchmark Treasury: |
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UST 2.000% due November 30, 2020 |
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Benchmark Treasury Spot and Yield: |
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98-15 and 2.239% |
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Interest Payment Dates: |
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January 15 and July 15, commencing July 15, 2014 |
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Make-Whole Call: |
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Treasury Rate plus 16 basis points (prior to December 15, 2020) |
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Par Call: |
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On or after December 15, 2020 (one month prior to maturity) |
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CUSIP/ISIN: |
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501044 CX7 / US501044CX79 |
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Joint Bookrunners: |
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Merrill Lynch, Pierce, Fenner & Smith |
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Incorporated |
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U.S. Bancorp Investments, Inc. |
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Co-Managers: |
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Fifth Third Securities, Inc. |
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 Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322, U.S. Bancorp Investments, Inc. toll-free at 1-877-558-2607 or Wells Fargo Securities, LLC toll-free at 1-800-326-5897.
We expect that delivery of the notes will be made against payment therefore 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 three 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 succeeding business day 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 succeeding business day 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.