Item 1.01. Entry into a Material Definitive Agreement.
364-Day Credit Agreement
On January 28, 2020 (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 29, 2019 (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 February 4, 2019, 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.
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 is subsidiaries, for which they have received, and may in the future
receive, customary compensation and expense reimbursement.
On the Effective Date, no borrowings are outstanding under the New 364-Day
Credit Facility.
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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 4.1 hereto and 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.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit 4.1 364-Day Credit Agreement dated as of January 28, 2020 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
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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