---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-22-117123"
form_type: "8-K"
ticker: "KR"
cik: "0000056873"
company_name: "KROGER CO"
filed_at: "2022-11-10T23:59:59+00:00"
generated_at: "2026-06-22T00:13:11.944181+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Kroger enters $4.75B term loan facilities to finance Albertsons acquisition

## Summary
- Two tranches: $3.0B maturing 3 years after closing, $1.75B maturing 18 months after closing.
- Proceeds used to pay portion of consideration for Albertsons acquisition per Oct 13, 2022 Agreement.
- Reduces availability under $17.4B bridge loan facility by $4.75B.
- Interest rates based on debt rating; includes leverage ratio financial covenant.
- Also amended revolving credit agreement to replace Eurodollar Rate with Term SOFR and adjust leverage ratio post-closing.

## SEC filing metadata
- accession: 0001104659-22-117123
- form_type: 8-K
- ticker: KR
- cik: 0000056873
- company_name: KROGER CO
- filed_at: 2022-11-10T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 2.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/56873/000110465922117123/0001104659-22-117123-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/56873/000110465922117123/tm2230116d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-22-117123
- JSON: https://secwatch.observer/filing/0001104659-22-117123.json
- Plain text: https://secwatch.observer/filing/0001104659-22-117123.txt

## Key facts
- Material Agreements
  KROGER CO entered into Term Loan Credit Agreement with lenders from time to time party thereto and Citibank, N.A., as administrative agent valued at $4.75 billion (effective 2022-11-09).
  - Action: entry
  - Agreement: credit facility
  - Counterparty: lenders from time to time party thereto and Citibank, N.A., as administrative agent
  - Value: $4.75 billion
  - Effective: 2022-11-09
  source text: On November 9, 2022, The Kroger Co. (NYSE:KR) (the “Company”) executed a Term Loan Credit Agreement (the “Term Loan Credit Agreement”) among the Company, the lenders from time to time party thereto and Citibank, N.A., as administrative agent, pursuant to which the lenders party thereto committed to provide, contingent upon the completion of the Acquisition (as defined below) and certain other customary conditions to funding, (1) a senior unsecured term loan facility in an aggregate principal amount of $3.0 billion maturing on the third anniversary of the Closing Date (as defined below) and (2) a senior unsecured term loan facility in an aggregate principal amount of $1.75 billion maturing on the date that is 18 months after the Closing Date (collectively, the “Term Loan Facilities”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/56873/000110465922117123/0001104659-22-117123-index.htm
- Material Agreements
  KROGER CO amended Amendment with Bank of America, N.A. and Wells Fargo Bank National Association, as co-administrative agents, and Bank of America, N.A. as paying agent (effective 2022-11-09).
  - Action: amendment
  - Agreement: credit facility
  - Counterparty: Bank of America, N.A. and Wells Fargo Bank National Association, as co-administrative agents, and Bank of America, N.A. as paying agent
  - Effective: 2022-11-09
  source text: On November 9, 2022, the Company also entered into an amendment (the “Amendment”) to its 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 (the “Revolving Credit Agreement” and, the Revolving Credit Agreement as amended by the Amendment, the “Amended Revolving Credit Agreement”), which, among other things, (i) replaces the benchmark rate applicable to Borrowings under the Amended Revolving Credit Agreement from the Eurodollar Rate to adjusted Term SOFR and (ii) amends the maximum leverage ratio permitted under the financial covenant for periods ended after the Closing Date as set forth in the Amended Revolving Credit Agreement.
  evidence_url: https://www.sec.gov/Archives/edgar/data/56873/000110465922117123/0001104659-22-117123-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.