| Item 1.01. | Entry into a Material Definitive Agreement. |
364-Day Credit Agreement
On January 29, 2019 (the “Effective Date”), Kellogg Company (the “Company” or the “Borrower”) entered into an unsecured364-Day Credit Agreement (the “New364-Day Credit Facility”) with the lenders named therein (the“364-Day Credit Facility Lenders”), JPMorgan Chase Bank, N.A., as Administrative Agent, Barclays Bank PLC, as Syndication Agent, and JPMorgan Chase Bank, N.A. Barclays Bank PLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citibank, N.A., Coöperatieve Rabobank U.A., New York Branch, Morgan Stanley MUFG Loan Partners, LLC and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Bookrunners.
On the Effective Date, the lending commitments under the364-Day Credit Agreement, dated as of January 30, 2018 (the “Old364-Day Credit Facility”) with the lenders named therein, JPMorgan Chase Bank, N.A., as Administrative Agent, Barclays Bank PLC, as Syndication Agent, and JPMorgan Chase Bank, N.A. Barclays Bank PLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Coöperatieve Rabobank U.A., New York Branch, Morgan Stanley MUFG Loan Partners, LLC and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Bookrunners, matured and the credit agreement governing the Old364-Day Credit Facility expired according to its terms. The description of the Old364-Day Credit Facility in this Current Report on Form8-K is qualified in its entirety by reference to the complete text of the credit agreement governing the Old364-Day Credit Facility, a copy of which was filed as Exhibit 4.2 to our Current Report on Form8-K dated February 1, 2018, and is incorporated by reference herein.
The New364-Day Credit Facility allows the Borrower, for the fees and expenses and at the interest rates specified therein, to borrow, on a revolving credit basis up to an aggregate principal amount of US $1,000,000,000 at any time outstanding. The New364-Day Credit Facility contains customary covenants and warranties, including specified restrictions on indebtedness, liens and an interest expense coverage ratio that requires the ratio of Consolidated EBITDA to Consolidated Interest Expense to be no less than 4.0 to 1.0 for any four consecutive fiscal quarters. It also contains customary Events of Default (as defined in the credit agreement governing the New364-Day Credit Facility). If an Event of Default occurs, then, to the extent permitted in the New364-Day Credit Facility, the Administrative Agent with respect to the New364-Day Credit Facility may terminate the commitments under the New Credit Facility, accelerate any outstanding loans under the New364-Day Credit Facility and demand the deposit of cash collateral equal to the364-Day Credit Facility Lenders’ letter of credit exposure plus interest thereon under the New364-Day Credit Facility.
Many of the364-Day Credit Facility Lenders have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending and/or commercial banking services, or other services for the Company and is subsidiaries, for which they have received, and may in the future receive, customary compensation and expense reimbursement.
On the Effective Date, no borrowings are outstanding under the New364-Day Credit Facility.
