On April 20, 2018, The Kroger Co. (the “Company”) issued a press release announcing (a) its completion of the sale of its convenience store business unit and (b) its entry into an accelerated share repurchase (as described in more detail below). Attached hereto as Exhibit 99.1 is a copy of that release. The Company entered into a collared accelerated share repurchase (“ASR”) agreement with Goldman Sachs & Co. LLC (“GS”) on April 20, 2018. Pursuant to the terms of the ASR agreement, on April 24, 2018, the Company will pay GS $1.2 billion in cash and receive an initial delivery of approximately 36.1 million common shares. The total number of shares that the Company ultimately will receive under the ASR will be based generally on the average of the daily volume-weighted average prices (“VWAP”) of the shares traded during the term of the ASR agreement, subject to a collar provision that will establish minimum and maximum numbers of shares to be repurchased. The minimum and maximum share numbers will be determined after a four-week period and will depend generally on the average of the daily VWAP of the shares during the period. At final settlement, GS may be required to deliver additional shares to the Company, or, under certain circumstances, the Company may be required to make a cash payment to GS (or, at the Company’s election deliver its shares to GS), based generally on the average of the daily VWAP of the shares during the term of the ASR agreement, subject to the collar and certain adjustments. Final settlement of the ASR is scheduled to occur during the Company’s second quarter of fiscal 2018, although the settlement may be accelerated at GS’ option.
2017 benefit greatly from the tax cut. the large domestic company without internal operation seem benefit the most. the 2017Q4 operation poorer than last year. maybe go long until June-July. consider short afterward.