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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/12/21 Kellogg Co. 8-K:1,9 5/11/21 12:411K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 30K 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 135K 8: R1 Document and Entity Information HTML 58K 10: XML IDEA XML File -- Filing Summary XML 12K 7: XML XBRL Instance -- d529261d8k_htm XML 26K 9: EXCEL IDEA Workbook of Financial Reports XLSX 6K 4: EX-101.DEF XBRL Definitions -- k-20210511_def XML 43K 5: EX-101.LAB XBRL Labels -- k-20210511_lab XML 72K 6: EX-101.PRE XBRL Presentations -- k-20210511_pre XML 45K 3: EX-101.SCH XBRL Schema -- k-20210511 XSD 17K 11: JSON XBRL Instance as JSON Data -- MetaLinks 15± 23K 12: ZIP XBRL Zipped Folder -- 0001193125-21-159264-xbrl Zip 42K
| 8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM i 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i May 11, 2021
Kellogg Company
(Exact name of Registrant as specified in its charter)
| i Delaware | i 1-4171 | i 38-0710690 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| i One Kellogg Square i Battle Creek, i Michigan i 49016-3599 |
| (Address of Principal executive offices, including Zip Code) |
i (269) i 961-2000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| i Common Stock, $.25 par value per share | i K | i New York Stock Exchange | ||
| i 1.750% Senior Notes due 2021 | i K 21 | i New York Stock Exchange | ||
| i 0.800% Senior Notes due 2022 | i K 22A | i New York Stock Exchange | ||
| i 1.000% Senior Notes due 2024 | i K 24 | i New York Stock Exchange | ||
| i 1.250% Senior Notes due 2025 | i K 25 | i New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
i ☐ Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. | Entry into a Material Definitive Agreement. |
On May 11, 2021, Kellogg Company (the “Company”) priced an offering of €300,000,000 of 0.500% Senior Notes due 2029 (the “Notes”). In connection with such offering, the Company entered into an Underwriting Agreement, dated as of May 11, 2021 (the “Underwriting Agreement”) with Coöperatieve Rabobank U.A., ING Bank N.V. and Morgan Stanley & Co. International plc, as representatives of the several underwriters mentioned 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- 230920) filed on April 17, 2019 (the “Registration Statement”).
On May 12, 2021, the Company filed with the Securities and Exchange Commission a Prospectus Supplement, dated as of May 11, 2021 (the “Prospectus Supplement”) in connection with the public offering of the Notes.
For a complete description of the terms and conditions of the Underwriting Agreement, please refer to the Prospectus Supplement and the copy of the Underwriting Agreement which is 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 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit 1.1 | Underwriting Agreement, dated May 11, 2021, by and among Kellogg Company, Coöperatieve Rabobank U.A., ING Bank N.V. and Morgan Stanley & Co. International plc. | |
| 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 | ||||||
| /s/ Gary H. Pilnick | ||||||
| Date: May 12, 2021 | Name: | Gary H. Pilnick | ||||
| Title: | Vice Chairman | |||||
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 5/12/21 | 424B5 | ||
| For Period end: | 5/11/21 | 4, 424B3, FWP | ||
| 4/17/19 | S-3ASR | |||
| List all Filings | ||||