Kellogg Company 8-K 2016
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 7, 2016
(Exact name of Registrant as specified in its charter)
One Kellogg Square
Battle Creek, Michigan 49016-3599
(Address of Principal executive offices, including Zip Code)
(Registrants telephone number, including area code)
(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:
On March 7, 2016, Kellogg Company (the Company) closed the offerings of $750,000,000 of 3.250% Senior Notes due 2026 and $650,000,000 of 4.500% Senior Debentures due 2046 (collectively, the Notes). The Notes were registered under the Securities Act of 1933, as amended, pursuant to the Companys Registration Statement on Form S-3 (File No. 333-209699) filed on February 25, 2016.
On February 26, 2016, the Company filed with the Securities and Exchange Commission a Prospectus Supplement dated February 25, 2016 in connection with the public offering of the Notes.
The Notes were issued on March 7, 2016 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 March 7, 2016 (the Officers Certificate).
For a complete description of the terms and conditions of the Notes and the Officers Certificate, please refer to the Prospectus Supplement and the copy of the Officers Certificate which is filed with this Form 8-K and incorporated herein by reference.
The information set forth under Item 1.01 is incorporated herein by reference.
On March 7, 2016, the Company issued a press release announcing that the financing condition related to the previously announced cash tender offer for up to $440 million of its outstanding 7.45% Debentures due 2031 has been satisfied by the Companys issuance of the Notes. A copy of the press release announcing the satisfaction of the financing condition is attached hereto as Exhibit 99.1 and incorporated by reference herein.
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.