Kellogg Company Announces Early Tender Results of its Tender Offers

Published: 17 Aug 2019

Kellogg Company (NYSE: K) (the "Company") has announced the early tender results of its previously announced offers to purchase for cash (i) any and all of the 4.150% Senior Notes due 2019 (the "2019 Notes" or "Any and All Securities"), and (ii) up to $500 million combined aggregate principal amount (the "Maximum Tender Amount") of its 4.000% Senior Notes due 2020 (up to an increased sublimit of $248,053,000 aggregate principal amount) (the "2020 Notes"), 3.250% Senior Notes due 2021 (up to an increased sublimit of $201,947,000 aggregate principal amount) (the "2021 Notes"), 2.650% Senior Notes due 2023 (up to a sublimit of $75,000,000 aggregate principal amount) (the "2023 Notes") and 3.400% Senior Notes due 2027 (up to a sublimit of $75,000,000 aggregate principal amount) (the "2027 Notes" and together with the 2020 Notes, 2021 Notes and 2023 Notes, the "Maximum Tender Amount Securities"). The Any and All Securities and the Maximum Tender Amount Securities are collectively referred to herein as the "Securities." The Company refers to its offer to purchase the Any and All Securities and its offers to purchase the Maximum Tender Amount Securities as the "Offers." Additionally, the Company has amended the Offers to increase the previously announced Series Tender Caps (as defined below) with respect to the 2020 Notes and 2021 Notes as reflected in table below. The Maximum Tender Amount has not been adjusted.


The amounts of each series of Maximum Tender Amount Securities to be purchased is determined in accordance with the acceptance priority levels specified in the table below and on the cover page of the Offer to Purchase dated July 24, 2019 (the "Offer to Purchase") in the column entitled "Acceptance Priority Level" (the "Acceptance Priority Level"), with 1 being the highest Acceptance Priority Level and 4 being the lowest Acceptance Priority Level. No more than the amount set forth in the table below under the column "Series Tender Cap" for each series of Maximum Tender Amount Securities will be purchased in the Offers (such aggregate principal amounts the "Series Tender Caps").


The principal amount of each series of Securities that were validly tendered and not validly withdrawn as of 5:00 pm New York City time, on August 6, 2019 (the "Early Tender Date") and the principal amount of each series of Securities that will be accepted for purchase by the Company on the Early Settlement Date (as defined below) are specified in the table below.


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