UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into Material Definitive Agreements.
364-Day Credit Agreement
On December 21, 2021 (the “Effective Date”), Kellogg Company (the “Company” or the “Borrower”) entered into an unsecured 364-Day Credit Agreement (the “New 364-Day Credit Facility”) with JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., Barclays Bank PLC, Citibank, N.A., Coöperatieve Rabobank U.A., New York Branch, and Morgan Stanley MUFG Loan Partners, LLC as Co-Syndication Agents, and JPMorgan Chase Bank, N.A., Barclays Bank PLC, BofA Securities, Inc., Citibank, N.A., Coöperatieve Rabobank U.A., New York Branch, and Morgan Stanley MUFG Loan Partners, LLC as Joint Lead Arrangers and Joint Bookrunners and the lenders named therein (the “364-Day Credit Facility Lenders”).
On the Effective Date, in connection with entering into the New 364-Day Credit Facility, the Company terminated its existing 364-Day Credit Agreement, dated as of January 26, 2021 (the “Old 364-Day Credit Facility”) with the lenders named therein, JPMorgan Chase Bank, N.A., as Administrative Agent, Barclays Bank PLC, as Syndication Agent, and JPMorgan Chase Bank, N.A., Barclays Bank PLC, BofA Securities, Inc., Citibank, N.A., Coöperatieve Rabobank U.A., New York Branch, Morgan Stanley MUFG Loan Partners, LLC, and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Bookrunners. The description of the Old 364-Day Credit Facility in this Current Report on Form 8-K is qualified in its entirety by reference to the complete text of the credit agreement governing the Old 364-Day Credit Facility, a copy of which was filed as Exhibit 10.1 to our Current Report on Form 8-K dated January 26, 2021, and is incorporated by reference herein.
The New 364-Day Credit Facility allows the Borrower, for the fees and expenses and at the interest rates specified therein, to borrow, on a revolving credit basis up to an aggregate principal amount of US $1,000,000,000 at any time outstanding. The interest rates in the New 364-Day Credit Facility applicable to borrowings under the facility are based on the secured overnight financing rate, or SOFR (as defined in the New 364-Day Credit Facility), subject to customary floors and adjustments, together with a margin set forth therein.
The New 364-Day Credit Facility contains customary covenants and warranties, including specified restrictions on indebtedness, liens and an interest expense coverage ratio that requires the ratio of Consolidated EBITDA to Consolidated Interest Expense to be no less than 4.0 to 1.0 for any four consecutive fiscal quarters. It also contains customary Events of Default (as defined in the credit agreement governing the New 364-Day Credit Facility). If an Event of Default occurs, then, to the extent permitted in the New 364-Day Credit Facility, the Administrative Agent with respect to the New 364-Day Credit Facility may terminate the commitments under the New 364-Day Credit Facility, accelerate any outstanding loans under the New 364-Day Credit Facility and demand the deposit of cash collateral equal to the 364-Day Credit Facility Lenders’ letter of credit exposure plus interest thereon under the New 364-Day Credit Facility.
Many of the 364-Day Credit Facility Lenders have in the past performed, and may in the future from time to time, perform investment banking, financial advisory, lending and/or commercial banking services, or other services for the Company and its subsidiaries, for which they have received, and may in the future receive, customary compensation and expense reimbursement.
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On the Effective Date, no borrowings were outstanding under either the New 364-Day Credit Facility or the Old 364-Day Credit Facility.
The description of the New 364-Day Credit Facility in this Current Report on Form 8-K is qualified in its entirety by reference to the complete text of the New 364-Day Credit Facility, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Five-Year Credit Agreement
Additionally, on the Effective Date, the Company also entered into an unsecured Five-Year Credit Agreement dated as of December 21, 2021 (the “New Five-Year Credit Facility”) with JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., Barclays Bank PLC, Citibank, N.A., Coöperatieve Rabobank U.A., New York Branch, and Morgan Stanley MUFG Loan Partners, LLC as Co-Syndication Agents, and JPMorgan Chase Bank, N.A., Barclays Bank PLC, BofA Securities, Inc., Citibank, N.A., Coöperatieve Rabobank U.A., New York Branch, and Morgan Stanley MUFG Loan Partners, LLC as Joint Lead Arrangers and Joint Bookrunners and the lenders named therein (the “Five-Year Credit Facility Lenders”).
On the Effective Date, in connection with entering into the New Five-Year Credit Facility, the Company terminated its existing Five-Year Credit Agreement dated as of January 30, 2018, as amended (the “Old Five-Year Credit Facility”) with the lenders who were party to that agreement, JPMorgan Chase Bank, N.A., as Administrative Agent, Barclays Bank PLC, as Syndication Agent, Bank of America, N.A., Citibank, N.A., Cooperative Rabobank U.A., New York Branch, Morgan Stanley MUFG Loan Partners, LLC, and Wells Fargo Bank, National Association, as Documentation Agents, JPMorgan Chase Bank, N.A., Barclays Bank PLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Cooperative Rabobank U.A., New York Branch, Morgan Stanley MUFG Loan Partners, LLC, and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Bookrunners. The description of the Old Five-Year Credit Facility in this Current Report on Form 8-K is qualified in its entirety by reference to the complete text of the credit agreement, as amended, governing the Old Five-Year Credit Facility, a copy of which was filed as Exhibit 4.1 to our Current Report on Form 8-K dated January 30, 2018, as well as Amendment No. 1 to the Old Five-Year Credit Facility, a copy of which was filed as Exhibit 10.2 to our Current Report on Form 8-K dated January 26, 2021, both of which are incorporated herein by reference.
The New Five-Year Credit Facility allows the Borrower, for the fees and expenses and at the interest rates specified therein, to borrow, on a revolving credit basis up to US $1,500,000,000 (or the equivalent in other currencies) at any time outstanding and to obtain European swingline loans in an aggregate principal amount not in excess of US $300,000,000 at any time outstanding and to provide for borrowings under the New Five-Year Credit Facility in pounds sterling, euros, Canadian dollars and other currencies to be agreed, on terms and subject to applicable reference rates as set forth therein. The interest rates in the New Five-Year Credit Facility applicable to borrowings under the facility are based on the secured overnight financing rate, or SOFR (as
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defined in the New Five-Year Credit Facility), subject to customary floors and adjustments, together with a margin set forth therein. The Borrower may request that the New Five-Year Credit Facility be amended to provide for an annual adjustment to the interest rates based on the performance of the Borrower and its subsidiaries against Sustainability Targets (as defined in the New Five-Year Credit Facility).
The New Five-Year Credit Facility contains customary covenants and warranties, including specified restrictions on indebtedness liens and an interest expense coverage ratio that requires the ratio of Consolidated EBITDA to Consolidated Interest Expense to be no less than 4.0 to 1.0 for any four consecutive fiscal quarters. It also contains customary Events of Default (as defined in the credit agreement governing the New Five-Year Credit Facility). If an Event of Default occurs, then, to the extent permitted in the New Five-Year Credit Facility, the Administrative Agent with respect to the New Five-Year Credit Facility may terminate the commitments under the New Five-Year Credit Facility, accelerate any outstanding loans under the New Five-Year Credit Facility and demand the deposit of cash collateral equal to the New Five-Year Credit Facility Lenders’ letter of credit exposure plus interest thereon under the New Five-Year Credit Facility.
Many of the Five-Year Credit Facility Lenders have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending and/or commercial banking services, or other services for the Company and its subsidiaries, for which they have received, and may in the future receive, customary compensation and expense reimbursement.
On the Effective Date, no borrowings were outstanding under either the New Five-Year Credit Facility or the Old Five-Year Credit Facility.
The description of the New Five-Year Credit Facility in this Current Report on Form 8-K is qualified in its entirety by reference to the complete text of the credit agreement governing the New Five-Year Credit Facility, a copy of which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.
Item 1.02. Termination of a Material Definitive Agreement.
The information set forth under Item 1.01 is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation of a Registrant.
The information set forth under Item 1.01 is incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KELLOGG COMPANY | ||||||
| /s/ Gary H. Pilnick | ||||||
| Date: December 23, 2021 | Name: | Gary H. Pilnick | ||||
| Title: | Vice Chairman | |||||
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