Item 1.01. Entry into Material Definitive Agreements.
On January 26, 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 the lenders named therein
(the "364-Day Credit Facility Lenders"), 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.
On the Effective Date, the lending commitments under the 364-Day Credit
Agreement, dated as of January 28, 2020 (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, Merrill Lynch, Pierce, Fenner & Smith Incorporated, 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, matured and the credit agreement governing the Old 364-Day Credit
Facility expired according to its terms. 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 4.1 to our
Current Report on Form 8-K dated January 30, 2020, 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 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 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.
On the Effective Date, no borrowings are outstanding under the
New 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
credit agreement governing the New 364-Day Credit Facility, a copy of which is
filed as Exhibit 10.1 hereto and is incorporated herein by reference.
On January 26, 2021 (the "Amendment Effective Date"), the Company also amended
(the "Five-Year Credit Agreement Amendment") its Five-Year Credit Agreement
dated as of January 30, 2018 (as amended by the Five-Year Credit Agreement
Amendment, the "Five-Year Credit Agreement") with JPMorgan Chase Bank, N.A., as
Administrative Agent, Barclays Bank PLC, as Syndication Agent, Bank of America,
N.A., Citibank, N.A., Cooperatieve Rabobank U.A., New
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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., Cooperatieve Rabobank U.A., New York Branch, Morgan Stanley
MUFG Loan Partners, LLC, and Wells Fargo Securities, LLC, as Joint Lead
Arrangers and Joint Bookrunners and the lenders named therein (the "Five-Year
Credit Facility Lenders"), in order to make certain conforming changes
consistent with the terms of the New 364 Day Credit Agreement.
On the Amendment Effective Date, no borrowings are outstanding under the
Five-Year Credit Agreement.
The description of the Five-Year Credit Agreement Amendment in this Current
Report on Form 8-K is qualified in its entirety by reference to the complete
text of the Five-Year Credit Agreement Amendment, a copy of which is filed as
Exhibit 10.2 hereto and is incorporated herein by reference.
Many of the 364-Day Credit Facility Lenders and 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 is subsidiaries, for
which they have received, and may in the future receive, customary compensation
and expense reimbursement.
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
(d) Exhibits.
Exhibit 10.1 364-Day Credit Agreement dated as of January 26, 2021 with
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 and the lenders named therein
Exhibit 10.2 Amendment No. 1 to Five-Year Credit Agreement dated as of
January 30, 2018 with JPMorgan Chase Bank, N.A., as Administrative
Agent, Barclays Bank PLC, as Syndication Agent, Bank of America,
N.A., Citibank, N.A., Cooperatieve 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., Cooperatieve Rabobank
U.A., New York Branch, Morgan Stanley MUFG Loan Partners, LLC, and
Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint
Bookrunners and the lenders named therein
Exhibit 104 Cover Page Interactive Data File (formatted as inline XBRL)
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