Kellogg Company Announces Expiration and Final Tender Results of its Tender Offer

BATTLE CREEK, Mich., March 24, 2014 /PRNewswire/ -- Kellogg Company (NYSE: K) (the "Company") announced today the expiration and final tender results of its previously announced tender offer (the "Tender Offer") to purchase for cash up to $700.0 million combined aggregate principal amount (the "Maximum Tender Amount") of its 2.750% Senior Notes due 2023 (the "2023 Notes"), its 3.125% Senior Notes due 2022 (the "2022 Notes"), and its 4.000% Senior Notes due 2020 (the "2020 Notes," and collectively with the 2022 Notes and the 2023 Notes, the "Notes").

As previously announced, the Company accepted for purchase $189,091,000 aggregate principal amount of the 2023 Notes, $341,478,000 aggregate principal amount of the 2022 Notes and $149,998,000 aggregate principal amount of the 2020 Notes that were validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on March 7, 2014 (the "Early Tender Date").  Settlement for these Notes occurred on March 10, 2014.

Following the Early Tender Date and on or prior to 11:59 p.m., New York City time, on March 21, 2014 (the "Expiration Date"), an additional $100,000 in aggregate principal amount of 2022 Notes and $302,000 in aggregate principal amount of 2020 Notes had been validly tendered.  No 2023 were tendered following the Early Tender Date and on or prior to the Expiration Date.  The settlement for Notes tendered and accepted for purchase following the Early Tender Date and on or prior to the Expiration Date is expected to be March 24, 2014.   

The aggregate amount of Notes validly tendered on or prior to the Expiration Date, including Notes validly tendered and not validly withdrawn on or prior to the Early Tender Date, is shown in the table below.

Title of Security

CUSIP Number

Principal Amount Outstanding(1)

Tender Cap

Acceptance Priority Level

Principal Amount Tendered

Principal Amount Accepted

Early Tender Premium (per $1,000)

Total Consideration (per $1,000)(2)

2.750% Senior Notes due 2023

487836BL1

$400,000,000

N/A

1

$189,091,000

$189,091,000

$30.00

$946.88










3.125% Senior Notes due 2022

487836BJ6

$700,000,000

$500,000,000

2

$341,578,000

$341,578,000

$30.00

$988.00










4.000% Senior Notes due 2020

487836BD9

$1,000,000,000

$150,000,000

3

$407,560,000

$149,999,000

$30.00

$1,073.06










(1) As of the commencement of the Tender Offer.

(2) Inclusive of the Early Tender Premium.

The amounts of each series of Notes tendered following the Early Tender Date that were accepted for purchase were determined in accordance with the acceptance priority levels specified in the table above and on the cover page of the Offer to Purchase dated February 24, 2014 (as amended by the press release issued on March 10, 2014, the "Offer to Purchase") in the column entitled "Acceptance Priority Level" (the "Acceptance Priority Level"), with 1 being the highest Acceptance Priority Level and 3 being the lowest Acceptance Priority Level.  In addition, no more than $500.0 million aggregate principal amount of the 2022 Notes and no more than $150.0 million aggregate principal amount of the 2020 Notes were accepted for purchase in the Tender Offer (the "Tender Caps"). The 2020 Notes tendered after the Early Tender Date were subject to proration because the aggregate principal amount of the 2020 Notes validly tendered was greater than the Tender Cap. 

The Tender Offer was made upon and is subject to the terms and conditions set forth in the Offer to Purchase and the related Letter of Transmittal. 

The consideration to be paid in the Tender Offer for each series of 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 Notes that validly tendered and did not withdraw their Notes on or prior to the Early Tender Date and whose Notes were accepted for purchase received the applicable Total Consideration, which includes an early tender premium of $30 per $1,000 principal amount of the Notes accepted for purchase (the "Early Tender Premium"). Holders of Notes who validly tendered their 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 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 2:00 p.m., New York City time, on March 7, 2014, and is set forth in the table above. 

Payments for Notes purchased included and will include, as applicable, accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of Notes up to, but not including, the applicable settlement date for such Notes accepted for purchase.

Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC acted as Lead Dealer Managers for the Tender Offer. The Information Agent and Tender Agent was D.F. King & Co., Inc. Copies of the Offer to Purchase, Letter of Transmittal and related offering materials are available by contacting the Information Agent at (800) 967-4617 (toll-free) or (212) 269-5550 (collect) or email kellogg@dfking.com. Questions regarding the Tender Offer should be directed to Citigroup Global Markets Inc., Liability Management Group, at (800) 558-3745 (toll-free) or (212) 723-6106 (collect); J.P. Morgan Securities LLC, Liability Management Group, at (866) 834-4666 (toll-free) or (212) 834-4811 (collect); or Wells Fargo Securities, LLC, Liability Management Group, at (866) 309-6316 (toll-free) or (704) 410-4760 (collect).

This news release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender 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 are driven to enrich and delight the world through foods and brands that matter. With 2013 sales of approximately $14.8 billion, Kellogg is the world's leading cereal company; second largest producer of cookies and crackers; a leading producer of savory snacks; and a leading North American frozen foods company. Every day, our well-loved brands nourish families so they can flourish and thrive. These brands include Kellogg's®, Keebler®, Special K®, Pringles®, Frosted Flakes®, Pop-Tarts®, Corn Flakes®, Rice Krispies®, Kashi®, Cheez-It®, Eggo®, Coco Pops®, Mini-Wheats®, and many more. To learn more about our responsible business leadership, foods that delight and how we strive to make a difference in our communities around the world, visit www.kelloggcompany.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 Tender Offer.  Forward-looking statements speak only as of the date they were made, and the Company undertakes no obligation to update them publicly.

[Kellogg Financial Press Release]

SOURCE Kellogg Company



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