UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On May 16, 2024, Kellanova (the “Company”) closed the offering of $300,000,000 of 5.750% Senior Notes due 2054 (the “USD Notes”) and the offering of €300,000,000 of 3.750% Senior Notes due 2034 (the “EUR Notes” and, together with the USD Notes, the “Notes”). The Notes were registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-279131) filed with the Securities and Exchange Commission (the “Commission”) on May 6, 2024 (the “Registration Statement”).
On May 7, 2024, the Company filed with the Commission a Prospectus Supplement, dated May 6, 2024 (the “USD Prospectus Supplement”) in connection with the public offering of the USD Notes. On May 8, 2024, the Company filed with the Commission a Prospectus Supplement, dated May 7, 2024 (together with the USD Prospectus Supplement, the “Prospectus Supplements”) in connection with the public offering of the EUR Notes.
The USD Notes were issued on May 16, 2024 under an indenture, dated as of May 6, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Indenture”), as supplemented by an Officer’s Certificate, dated May 16, 2024 (the “USD Officer’s Certificate”). The EUR Notes were issued on May 16, 2024 under the Indenture, as supplemented by an Officer’s Certificate, dated May 16, 2024 (together with the USD Officer’s Certificate, the “Officer’s Certificates”).
For a complete description of the terms and conditions of the Notes and the Officer’s Certificates, please refer to the Prospectus Supplements and the copies of the Officer’s Certificates which are filed with this Form 8-K and incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation of a Registrant. |
The information set forth under Item 1.01 is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
Exhibits 5.1 and 23.1 are filed herewith in connection with the registration of the Notes by the Company pursuant to the Registration Statement.
(d) Exhibits.
Exhibits 5.1 and 23.1 are incorporated by reference into the Registration Statement as exhibits thereto and are filed as part of this Form 8-K.
| Exhibit 4.1 | Officer’s Certificate of Kellanova (with form of 5.750% Senior Notes due 2054). | |
| Exhibit 4.2 | Officer’s Certificate of Kellanova (with form of 3.750% Senior Notes due 2034) (incorporated herein by reference to Exhibit 4.2 to Kellanova’s Registration Statement on Form 8-A filed May 16, 2024). | |
| Exhibit 5.1 | Opinion of Kirkland & Ellis LLP. | |
| Exhibit 23.1 | Consent of Kirkland & Ellis LLP (included in Exhibit 5.1). | |
| Exhibit 104 | Cover Page Interactive Data File (formatted as inline XBRL). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KELLANOVA | ||||||
| Date: May 16, 2024 | /s/ John Min | |||||
| Name: | John Min | |||||
| Title: | Chief Legal Officer | |||||