Subjects: TNM, OFR
Kellogg Company Announces Expiration and Final Tender Results of its Tender Offers
BATTLE CREEK, Mich., Aug. 21, 2019 /PRNewswire/ -- Kellogg Company (NYSE: K) (the "Company") announced today the expiration and final tender results of its previously announced offers to purchase for cash (i) any and all of the 4.150% Senior Notes due 2019 (the "2019 Notes" or "Any and All Securities"), and (ii) up to $500 million combined aggregate principal amount (the "Maximum Tender Amount") of its 4.000% Senior Notes due 2020 (the "2020 Notes"), 3.250% Senior Notes due 2021 (the "2021 Notes"), 2.650% Senior Notes due 2023 (the "2023 Notes") and 3.400% Senior Notes due 2027 (the "2027 Notes" and together with the 2020 Notes, 2021 Notes and 2023 Notes, the "Maximum Tender Amount Securities"). The Any and All Securities and the Maximum Tender Amount Securities are collectively referred to herein as the "Securities." The Company refers to its offer to purchase the Any and All Securities and its offers to purchase the Maximum Tender Amount Securities as the "Offers."
As previously announced, the Company accepted for purchase $190,937,000 aggregate principal amount of the 2019 Notes, $248,053,000 aggregate principal amount of the 2020 Notes, $201,947,000 aggregate principal amount of the 2021 Notes and $49,939,000 aggregate principal amount of the 2023 Notes that were validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on August 6, 2019 (the "Early Tender Date"). Settlement for these Securities occurred on August 9, 2019.
Following the Early Tender Date and on or prior to 11:59 p.m., New York City time, on August 20, 2019 (the "Expiration Date"), an additional $72,000 in aggregate principal amount of 2019 Notes were tendered and were accepted for purchase. Because the aggregate principal amount of each series of Maximum Tender Amount Securities that were accepted for purchase by the Company on the Early Settlement Date equaled the Maximum Tender Amount and the Company did not increase the Maximum Tender Amount prior to the Expiration Date, additional Maximum Tender Amount Securities that were validly tendered following the Early Tender Date were not accepted for payment. The settlement for 2019 Notes tendered and accepted for purchase following the Early Tender Date and on or prior to the Expiration Date is expected to be August 22, 2019.
The Company has called for redemption of all the remaining 2019 Notes that were not purchased in the Offers, in accordance with the redemption provisions of the indenture governing the 2019 Notes. The redemption date for the remaining outstanding 2019 Notes will be September 8, 2019.
The aggregate amount of Securities validly tendered on or prior to the Expiration Date, including Securities validly tendered and not validly withdrawn on or prior to the Early Tender Date, is shown in the table below.
Title of | CUSIP | Principal Amount | Series Tender Cap | Principal Amount | Principal to be Accepted | Acceptance | Early | Total |
Any and All Tender | ||||||||
4.150% | 487836 | $500,000,000 | N/A | $191,009,000(3) | $191,009,000(3) | N/A | $30.00 | $1,004.95 |
Maximum Tender | ||||||||
4.000% | 487836 | $850,000,000 | $248,053,000 | $296,264,000 | $248,053,000(4) | 1 | $30.00 | $1,027.60 |
3.250% | 487836 | $400,000,000 | $201,947,000 | $201,947,000 | $201,947,000 | 2 | $30.00 | $1,024.73 |
2.650% | 487836 | $600,000,000 | $75,000,000 | $300,986,000 | $49,939,000(5)(6) | 3 | $30.00 | $1,030.34 |
3.400% | 487836 | $600,000,000 | $75,000,000 | $64,751,000 | $0 | 4 | N/A | N/A |
(1) As of the commencement of the Offers. | ||||||||
(2) Inclusive of the Early Tender Premium. | ||||||||
(3) $190,937,000 of the 2019 Notes were tendered prior to the Early Tender Date. | ||||||||
(4) The principal amount of 2020 Notes to be accepted for payment represents a proration factor of 83.80% of the total principal amount of 2020 Notes validly tendered and not validly withdrawn pursuant to the Offers. | ||||||||
(5) The principal amount of 2023 Notes to be accepted for payments represents a proration factor of 16.66% of the total principal amount of 2023 Notes validly tendered and not validly withdrawn pursuant to the Offers. | ||||||||
(6) The principal amount of the 2023 Notes to be accepted for payment has been decreased by $61,000 from the $50,000,000 previously announced due to proration. | ||||||||
The Offers were made upon and are subject to the terms and conditions set forth in the Offer to Purchase, as amended by the press releases on August 7, 2019.
The consideration to be paid in the Offers for the 2019 Notes validly tendered was calculated in the manner described in the Offer to Purchase by reference to a fixed spread over the yield to maturity of the applicable U.S. Treasury Security specified in the Offer to Purchase (the "Total Consideration"). Holders of the 2019 Notes who validly tendered such 2019 Notes after the Early Tender Date will not receive the early tender premium of $30 per $1,000 principal amount of the 2019 Notes accepted for purchase (the "Early Tender Premium"). Holders of the 2019 Notes who validly tendered their 2019 Notes following the Early Tender Date and on or prior to the Expiration Date will only receive the applicable "Tender Offer Consideration" per $1,000 principal amount of any such 2019 Notes tendered by such holders that are purchased, which is equal to the applicable Total Consideration minus the Early Tender Premium. The Total Consideration was determined at 11:00 a.m., New York City time, on August 7, 2019, and is set forth in the table above.
Payments for 2019 Notes purchased included and will include, as applicable, accrued and unpaid interest from and including the last interest payment date applicable to the 2019 Notes up to, but not including, the applicable settlement date for such 2019 Notes accepted for purchase.
BofA Merrill Lynch, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC acted as Lead Dealer Managers for the Offers. The Information Agent and Tender Agent was D.F. King & Co., Inc. Copies of the Offer to Purchase and related offering materials are available by contacting the Information Agent at (800) 499-8159 (toll-free) or (212) 269-5550 (collect) or email [email protected]. Questions regarding the Offers should be directed to BofA Merrill Lynch at (980) 387-3907 (collect) or (888) 292-0070 (toll-free); Citigroup Global Markets Inc., at (212) 723-6106 (collect) or (800) 558-3745 (toll-free); or J.P. Morgan Securities LLC, at (212) 834-8553 (collect) or (866) 834-4666 (toll-free).
This news release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Offer was made only pursuant to the Offer to Purchase and only in such jurisdictions as was permitted under applicable law.
About Kellogg Company
At Kellogg Company (NYSE: K), we strive to enrich and delight the world through foods and brands that matter. Our beloved brands include Pringles®, Cheez-It®, Special K®, Kellogg's Frosted Flakes®, Pop-Tarts®, Kellogg's Corn Flakes®, Rice Krispies®, Eggo®, Mini-Wheats®, Kashi®, RXBAR® and more. Net sales in 2018 were approximately $13.5 billion, comprised principally of snacks and convenience foods like cereal and frozen foods. Kellogg brands are beloved in markets around the world. We are also a company with Heart & Soul, committed to creating Better Days for 3 billion people by the end of 2030 through our Kellogg's® Better Days global purpose platform. Visit www.KelloggCompany.com or www.OpenforBreakfast.com.
Forward-Looking Statements
This news release contains, or incorporates by reference, "forward-looking statements." Forward-looking statements include predictions of future results or activities and may contain the words "expects," "believes," "should," "will," "anticipates," "projects," "estimates," "implies," "can," or words or phrases of similar meaning. The Company's actual results or activities may differ materially from these predictions. The Company's future results could also be affected by a variety of factors, including the ability to settle the Offers. Forward-looking statements speak only as of the date they were made, and the Company undertakes no obligation to update them publicly.
SOURCE Kellogg Company
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