Kellogg Company 8-K 2016
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 25, 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)
(Registrant’s 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 (see General Instruction A.2 below):
Item 1.01. Entry into a Material Definitive Agreement.
On November 25, 2016, Kellogg Funding Company, LLC (“Kellogg Funding”) entered into a second amendment (the “Amendment”) to its previously disclosed Receivables Purchase Agreement (the “Receivables Purchase Agreement”), dated July 13, 2016, among Kellogg Business Services Company, as servicer, and Coöperatieve Rabobank U.A., New York Branch (“Rabobank”), as purchaser and administrative agent. The Amendment made certain technical modifications to the Receivables Purchase Agreement.
On November 25, 2016, ING Luxembourg S.A. (“ING”) was added as an additional purchaser to the Receivables Purchase Agreement pursuant to a Joinder Agreement (the “Joinder Agreement”) among Kellogg Funding, ING and Rabobank. The Joinder Agreement increases the maximum aggregate amount of outstanding uncollected short-term trade accounts receivable the purchasers may purchase at any time to $600 million, with each purchaser responsible for funding up to $200 million.
For a complete description of the terms and conditions of the modifications to the receivables securitization program, please refer to the Amendment and the Joinder Agreement, which are filed with this Form 8-K as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 with respect to the Joinder is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
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.