UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 10, 2006
Kellogg Company
(Exact name of registrant as specified in its charter)
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| Delaware
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1-4171
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38-0710690 |
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(Commission File Number)
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(IRS Employer Identification No.) |
One Kellogg Square
Battle Creek, Michigan 49016-3599
(Address of principal executive offices, including zip code)
(269) 961-2000
(Registrant’s telephone number, including area code)
Not Applicable
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On November 10, 2006 (the “Effective Date”), Kellogg Company and one or more designated
subsidiaries (the “Borrowers”) entered into an unsecured Amended and Restated Five-Year Credit
Agreement dated as of November 10, 2006 (the “New Credit Facility”) with twenty four lenders (the
“Lenders”), JPMorgan Chase Bank, N.A., as Administrative Agent, J.P. Morgan Europe Limited, as
London Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Agent, J.P. Morgan Australia
Limited, as Australian Agent, Barclays Bank PLC, as Syndication Agent and Bank of America, N.A.,
Citibank, N.A. and Suntrust Bank, as Co-Documentation Agents. J.P. Morgan Securities Inc. and
Barclays Capital were Joint Lead Arrangers and Joint Bookrunners.
As of the Effective Date, the New Credit Facility amended and restated the Borrowers’ Five-Year
Credit Agreement dated as of November 24, 2004 with the lenders who were a party to that agreement,
JPMorgan Chase Bank, N.A., as Administrative Agent, J.P. Morgan Europe Limited, as London Agent,
JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Agent, J.P. Morgan Australia Limited, as
Australian Agent, Barclays Bank PLC, as Syndication Agent and Bank of America, N.A., Citibank, N.A.
and Suntrust Bank, as Co-Documentation Agents. J.P. Morgan Securities Inc. and Barclays Capital
were Joint Lead Arrangers and Joint Bookrunners.
The New Credit Facility allows the Borrowers, for the fees and expenses and at the interest rates
specified therein, to borrow, on a revolving credit basis up to US $2,000,000,000 (or the
equivalent in other currencies) at any time outstanding, to obtain letters of credit in an
aggregate stated amount not to exceed US $75,000,000 at any time outstanding and to provide a
procedure for the Lenders to bid on an uncommitted basis on short-term borrowings by the Borrowers.
The New Credit Facility contains customary covenants and warranties, including specified
restrictions on indebtedness, liens, sale and leaseback transactions 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 New Credit Facility). If an Event of Default occurs, then, to
the extent permitted in the New Credit Facility, the Administrative Agent may terminate the
commitments under the New Credit Facility, accelerate any outstanding loans under the New Credit
Facility and demand the deposit of cash collateral equal to the Lenders’ letter of credit exposure
plus interest thereon under the New Credit Facility.
Many of the 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 Kellogg 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 were outstanding under the New Credit Facility.
A copy of the New Credit Facility will be filed as an exhibit to Kellogg Company’s Annual Report on
Form 10-K for its 2006 fiscal year.
Item 1.02. Termination of a Material Definitive Agreement.
See Item 1.01 above, the contents of which are incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
See Item 1.01 above, the contents of which are incorporated by reference herein.