Kroger & Lucky's Market Announce Strategic Partnership

PRESS RELEASE

CINCINNATI and BOULDER, Colo., April 1, 2016 /PRNewswire/ -- The Kroger Co. (NYSE: KR) announced a strategic partnership with Lucky's Market, a specialty grocery store chain focused on natural, organic and locally-grown products. Kroger has made a meaningful investment in Lucky's, which will significantly accelerate Lucky's Market's growth in new and existing markets. The financial terms of the transaction, which closed today, were not disclosed.

Founded in 2003 and based near Boulder, CO, Lucky's Market and its affiliates employ more than 1,800 associates and operate 17 stores in 13 states throughout the Midwest and Southeast United States. Lucky's "Organic for the 99%" store format emphasizes its expansive selection of natural and organic food, including fresh produce, meat and seafood, prepared foods and baked goods, as well as wine and beer and personal care goods. With stores averaging approximately 30,000 square feet, Lucky's layout resembles an indoor farmers market, with "garage door" entrances, field bins, barrels and wooden crates. Its culinary department showcases great tasting, restaurant-quality prepared foods made from recipes that include those developed by CEO and former chef Bo Sharon and his wife Trish. Through its "L" private label, Lucky's provides a broad range of grocery items at great value that have no artificial colors, flavors or preservatives, and 10% of profits from its private label are reinvested in the communities it serves.

This strategic partnership is designed to further enhance the best products, practices and techniques Lucky's Market has to offer. These strengths, combined with Kroger's scale and experience, will in turn create benefits for customers and help Lucky's Market grow over time. This alliance also demonstrates Kroger's deep ongoing commitment to providing customers with affordable fresh organic and natural foods as a part of its Customer 1

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strategy. Kroger's affiliate Main & Vine also recently launched a community-focused grocery store concept in Gig Harbor, WA that mixes local, specialty and everyday products, all at affordable prices.

Sagent Advisors, LLC and Wilson Sonsini Goodrich & Rosati acted as financial advisor and legal advisor, respectively, to Lucky's Market. Weil, Gotshal & Manges LLP acted as legal advisor to Kroger.