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Published on 4/10/2012 in the Prospect News Investment Grade Daily.

New Issue: Kroger sells upsized $850 million of notes in 10-, 30-year tranches

By Andrea Heisinger

New York, April 10 - Kroger Co. sold an upsized $850 million of senior notes (Baa2/BBB/BBB) in two tranches on Tuesday, an informed source said.

The deal size was increased slightly from $800 million.

The $500 million of 3.4% 10-year notes were sold at 99.355 to yield 3.477% with a spread of Treasuries plus 150 basis points. The notes priced in line with guidance in the 150 bps area.

The tranche has a make-whole call of 25 bps over Treasuries until Jan. 15, 2022 and can be called at par after that date.

A $350 million tranche of 5% 30-year bonds priced at 99.661 to yield 5.022% with a spread of Treasuries plus 190 bps. The bonds were sold wider than talk in the 185 bps area.

The bonds have a make-whole call at 30 bps over Treasuries until Oct. 15, 2041 and have a par call after.

Both tranches feature a change-of-control put at 101%.

Active bookrunners were Citigroup Global Markets Inc., Goldman Sachs & Co. and RBS Securities Inc. Passive bookrunners were Bank of America Merrill Lynch, U.S. Bancorp Investments Inc. and Wells Fargo Securities LLC.

Senior co-managers were BNY Mellon Capital Markets LLC, Fifth Third Securities, Inc., PNC Capital Markets LLC and RBC Capital Markets LLC.

Co-managers were CastleOak Securities LP and Williams Capital Group LP.

Proceeds will be used to repay long-term debt, including 6.75% senior notes due April 15 and 6.2% notes due June 15, and for general corporate purposes.

Kroger was in the market with a $450 million deal of 2.2% five-year notes on Jan. 12.

The grocery retailer is based in Cincinnati.

Issuer:Kroger Co.
Issue:Senior notes
Amount:$850 million, increased from $800 million
Bookrunners:Citigroup Global Markets Inc., Goldman Sachs & Co., RBS Securities Inc. (active), Bank of America Merrill Lynch, U.S. Bancorp Investments Inc., Wells Fargo Securities LLC (passive)
Senior co-managers:BNY Mellon Capital Markets LLC, Fifth Third Securities, Inc., PNC Capital Markets LLC, RBC Capital Markets LLC
Co-managers:CastleOak Securities LP, Williams Capital Group LP
Change-of-control put:101%
Trade date:April 10
Settlement date:April 16
Ratings:Moody's: Baa2
Standard & Poor's: BBB
Fitch: BBB
10-year notes
Amount:$500 million
Maturity:April 15, 2022
Coupon:3.4%
Price:99.355
Yield:3.477%
Spread:Treasuries plus 150 bps
Call:Make-whole at Treasuries plus 25 bps until Jan. 15, 2022, par call after
Price talk:150 bps area
30-year bonds
Amount:$350 million
Maturity:April 15, 2042
Coupon:5%
Price:99.661
Yield:5.022%
Spread:Treasuries plus 190 bps
Call:Make-whole at Treasuries plus 30 bps until Oct. 15, 2041, par call after
Price talk:185 bps area

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