Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement Number 333-192842
The Kroger Co.
Pricing Term Sheet
Dated January 8, 2016
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Issuer: |
The Kroger Co. |
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Security Type: |
Senior Notes |
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Trade Date: |
January 8, 2016 |
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Settlement Date: |
January 15, 2016 (T+5) |
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Denominations: |
$2,000 x $1,000 |
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Ratings (Moody’s / S&P / Fitch)*: |
Baa2 / BBB / BBB |
2.000% Senior Notes Due 2019
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Principal Amount: |
$300,000,000 |
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Maturity Date: |
January 15, 2019 |
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Coupon: |
2.000% |
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Benchmark Treasury: |
UST 1.250% due December 15, 2018 |
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Benchmark Treasury Price / Yield: |
100-05+ / 1.190% |
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Spread to Benchmark Treasury: |
T + 85 bps |
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Yield to Maturity: |
2.040% |
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Price to Public: |
99.884% |
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Interest Payment Dates: |
January 15 and July 15, commencing on July 15, 2016 |
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Make-Whole Call: |
Treasury Rate plus 15 basis points |
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CUSIP/ISIN: |
501044 DA6 / US501044DA67 |
2.600% Senior Notes Due 2021
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Principal Amount: |
$300,000,000 |
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Maturity Date: |
February 1, 2021 |
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Coupon: |
2.600% |
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Benchmark Treasury: |
UST 1.750% due December 31, 2020 |
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Benchmark Treasury Price / Yield: |
100-26 1/4 / 1.578% |
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Spread to Benchmark Treasury: |
T + 105 bps |
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Yield to Maturity: |
2.628% |
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Price to Public: |
99.868% |
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Interest Payment Dates: |
February 1 and August 1, commencing on August 1, 2016 |
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Make-Whole Call: |
Treasury Rate plus 20 basis points (prior to |
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January 1, 2021) |
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Par Call: |
On or after January 1, 2021 (one month prior to maturity) |
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CUSIP/ISIN: |
501044 DB4 / US501044DB41 |
3.500% Senior Notes Due 2026
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Principal Amount: |
$500,000,000 |
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Maturity Date: |
February 1, 2026 |
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Coupon: |
3.500% |
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Benchmark Treasury: |
UST 2.250% due November 15, 2025 |
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Benchmark Treasury Price / Yield: |
101-02+ / 2.128% |
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Spread to Benchmark Treasury: |
T + 140 bps |
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Yield to Maturity: |
3.528% |
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Price to Public: |
99.763% |
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Interest Payment Dates: |
February 1 and August 1, commencing on August 1, 2016 |
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Make-Whole Call: |
Treasury Rate plus 25 basis points (prior to November 1, 2025) |
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Par Call: |
On or after November 1, 2025 (three months prior to maturity) |
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CUSIP/ISIN: |
501044 DC2 / US501044DC24 |
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Joint Book-Running Managers: |
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2.000% Senior Notes Due 2019 and 2.600% Senior Notes Due 2021 | |
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Merrill Lynch, Pierce, Fenner & Smith |
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Mizuho Securities USA Inc. |
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U.S. Bancorp Investments, Inc. |
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Citigroup Global Markets Inc. |
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RBC Capital Markets, LLC |
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3.500% Senior Notes Due 2026 | |
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Merrill Lynch, Pierce, Fenner & Smith |
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Mizuho Securities USA Inc. |
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U.S. Bancorp Investments, Inc. |
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Citigroup Global Markets Inc. |
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RBC Capital Markets, LLC |
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BNY Mellon Capital Markets, LLC |
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Co-Managers: |
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2.000% Senior Notes Due 2019 and 2.600% Senior Notes Due 2021 | |
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BNY Mellon Capital Markets, LLC |
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BB&T Capital Markets, a division of BB&T |
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Securities, LLC |
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Fifth Third Securities, Inc. |
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Goldman, Sachs & Co. |
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Mitsubishi UFJ Securities (USA), Inc. |
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PNC Capital Markets LLC |
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Santander Investment Securities Inc. |
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Wells Fargo Securities, LLC |
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Drexel Hamilton, LLC |
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3.500% Senior Notes Due 2026 | |
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BB&T Capital Markets, a division of BB&T Securities, LLC |
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Fifth Third Securities, Inc. |
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Goldman, Sachs & Co. |
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Mitsubishi UFJ Securities (USA), Inc. |
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PNC Capital Markets LLC |
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Santander Investment Securities Inc. |
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Wells Fargo Securities, LLC |
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Drexel Hamilton, LLC |
*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, Mizuho Securities USA Inc. toll-free at 1-866-271-7403, or U.S. Bancorp Investments, Inc. toll-free at 1-877-558-2607.
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