UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On February 23, 2023, Kellogg Company (the “Company”) priced an offering of $400,000,000 of 5.250% Senior Notes due 2033 (the “Notes”). In connection with such offering, the Company entered into an Underwriting Agreement, dated as of February 23, 2023 (the “Underwriting Agreement”) with Barclays Capital Inc., BofA Securities, Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters named therein. The Notes were registered under the Securities Act of 1933, as amended, pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-266535) filed on August 4, 2022 (the “Registration Statement”).
On February 24, 2023, the Company filed with the Securities and Exchange Commission a Prospectus Supplement, dated as of February 23, 2023 (the “Prospectus Supplement”) in connection with the public offering of the Notes.
The Notes were issued on March 1, 2023 under an indenture, dated as of May 21, 2009, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented by an Officers’ Certificate, dated as of March 1, 2023 (the “Officers’ Certificate”).
For a complete description of the terms and conditions of the Underwriting Agreement, the Notes and the Officers’ Certificate, please refer to the Prospectus Supplement and such other documents which are filed with this Form 8-K and incorporated herein by reference.
Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the Company, for which they received or will receive customary fees and expenses.
| 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.
| Item 9.01. | Financial Statements and Exhibits. |
Exhibits 5.1 and 23.1 are filed herewith in connection with the registration of the Notes by the Company pursuant to the Registration Statement.
(d) Exhibits.
Exhibits 5.1 and 23.1 are incorporated by reference into the Registration Statement as exhibits thereto and are filed as part of this Form 8-K.
| Exhibit No. |
Description | |
| Exhibit 1.1 | Underwriting Agreement, dated February 23, 2023, by and among Kellogg Company, Barclays Capital Inc., BofA Securities, Inc. and Citigroup Global Markets Inc. | |
| Exhibit 4.1 | Officers’ Certificate of Kellogg Company (with form of 5.250% Senior Notes due 2033). | |
| Exhibit 5.1 | Opinion of Kirkland & Ellis LLP. | |
| Exhibit 23.1 | Consent of Kirkland & Ellis LLP (included in Exhibit 5.1). | |
| Exhibit 104 | Cover Page Interactive Data File (formatted as inline XBRL). | |
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 | ||||||
| Date: March 1, 2023 | /s/ Gary H. Pilnick | |||||
| Name: | Gary H. Pilnick | |||||
| Title: | Vice Chairman | |||||