| Item 1.01. | Entry into Material Definitive Agreements. |
On January 26, 2021 (the “Effective Date”), Kellogg Company (the “Company” or the “Borrower”) entered into an unsecured 364-Day Credit Agreement (the “New 364-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, BofA Securities, Inc., 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 the 364-Day Credit Agreement, dated as of January 28, 2020 (the “Old 364-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, 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, matured and the credit agreement governing the Old 364-Day Credit Facility expired according to its terms. The description of the Old 364-Day Credit Facility in this Current Report on Form 8-K is qualified in its entirety by reference to the complete text of the credit agreement governing the Old 364-Day Credit Facility, a copy of which was filed as Exhibit 4.1 to our Current Report on Form 8-K dated January 30, 2020, and is incorporated by reference herein.
The New 364-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 New 364-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 New 364-Day Credit Facility). If an Event of Default occurs, then, to the extent permitted in the New 364-Day Credit Facility, the Administrative Agent with respect to the New 364-Day Credit Facility may terminate the commitments under the New Credit Facility, accelerate any outstanding loans under the New 364-Day Credit Facility and demand the deposit of cash collateral equal to the 364-Day Credit Facility Lenders’ letter of credit exposure plus interest thereon under the New 364-Day Credit Facility.
On the Effective Date, no borrowings are outstanding under the New 364-Day Credit Facility.
The description of the New 364-Day Credit Facility in this Current Report on Form 8-K is qualified in its entirety by reference to the complete text of the credit agreement governing the New 364-Day Credit Facility, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
On January 26, 2021 (the “Amendment Effective Date”), the Company also amended (the “Five-Year Credit Agreement Amendment”) its Five-Year Credit Agreement dated as of January 30, 2018 (as amended by the Five-Year Credit Agreement Amendment, the “Five-Year Credit Agreement”) with JPMorgan Chase Bank, N.A., as Administrative Agent, Barclays Bank PLC, as Syndication Agent, Bank of America, N.A., Citibank, N.A., Cooperatieve Rabobank U.A., New
