false 0000055067 0000055067 2024-05-16 2024-05-16 0000055067 us-gaap:CommonStockMember 2024-05-16 2024-05-16 0000055067 k:A1.000SeniorNotesDue2024Member 2024-05-16 2024-05-16 0000055067 k:M1.250SeniorNotesDue20252Member 2024-05-16 2024-05-16 0000055067 k:FiveZeroPercentEuroNotesDueTwentyTwentyNineMember 2024-05-16 2024-05-16 0000055067 k:M3.750SeniorNotesDue20341Member 2024-05-16 2024-05-16

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): May 16, 2024

 

 

Kellanova

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-4171   38-0710690

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

412 N. Wells Street

Chicago, Illinois 60654

(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):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $.25 par value per share   K   New York Stock Exchange
1.000% Senior Notes due 2024   K24   New York Stock Exchange
1.250% Senior Notes due 2025   K25   New York Stock Exchange
0.500% Senior Notes due 2029   K29   New York Stock Exchange
3.750% Senior Notes due 2034   K34   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

 Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


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

Exhibit 4.1

KELLANOVA

OFFICER’S CERTIFICATE

The undersigned, Joel A. Vanderkooi, Vice President and Treasurer of Kellanova, a Delaware corporation (the “Company”), does hereby certify that pursuant to the authority granted in resolutions (the “Resolutions”) adopted by the Board of Directors of the Company on October 27, 2023, and pursuant to Sections 2.1 and 2.3 of the Indenture, dated as of May 6, 2024 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), there is established a series of securities under the Indenture with the following terms:

1. The securities are entitled (i) the “5.750% Senior Notes due 2054” (“the Notes”).

2. The Notes are limited in aggregate principal amount to $300,000,000 (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.8, 2.9, 2.11 or 12.3 of the Indenture); provided the Company may, without the consent of holders of the Notes, issue additional Notes having the same ranking and the same interest rate, maturity and other terms as the Notes (except for the issue date and, in some cases, the public offering price and the first interest payment date, and the initial interest accrual date), which additional Notes will constitute as single series of debt securities under the Indenture.

3. The price to public of the Notes was 99.801% of the principal amount.

4. The principal amount of the Notes will mature on May 16, 2054, subject to the provisions of the Indenture relating to acceleration.

5. The Notes will bear interest from May 16, 2024 at the rate of 5.750% per annum payable on each May 16 and November 16, commencing November 16, 2024, to the holders of record of the Notes on the May 1 and November 1, as the case may be, immediately preceding such May 16 and November 16. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

6. The principal of and interest on the Notes will be payable at the office or agency of the Company maintained for that purpose, pursuant to the Indenture, which shall be initially the corporate trust office of the Trustee; provided, however, that at the option of the Company, such payment of interest may be made by check delivered to the person entitled thereto as provided in the Indenture. The principal of and interest on the Notes will be payable in the coin or currency of the United States of America.

7. The Notes will be redeemable by the Company prior to maturity as described in Section 2 of the form of Notes attached hereto as Exhibit A.

8. If a Change of Control Repurchase Event (as defined in the form of Notes attached hereto as Exhibit A) shall have occurred, holders of the Notes (unless the Company has exercised its right to redeem the Notes) may require the Company to repurchase all or any part of the Notes in the manner provided and subject to the limitations set forth in the form of Notes attached hereto as Exhibit A.


9. The Notes will not have the benefit of any sinking fund.

10. The Notes initially will be represented by securities registered in the name of the nominee of The Depository Trust Company. The Notes will be issued only in fully registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

11. The Notes will initially be issued in the form of one or more global securities, substantially in the form attached hereto as Exhibit A. The Depository Trust Company shall serve as the depository (the “Depository”) for such global securities. While the Notes are evidenced by one or more global securities, the Depository or its nominee, as the case may be, will be the sole holder thereof for all purposes under the Indenture. Neither the Company nor the Trustee shall have any responsibility or obligation to the Depository’s participants or the beneficial owners for whom they act with respect to their receipt from the Depository of payments on the Notes or notices given under the Indenture.

All capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Indenture.


IN WITNESS WHEREOF, I have set my hands as of this 16th day of May, 2024.

 

KELLANOVA
By:  

/s/ Joel A. Vanderkooi

  Name: Joel A. Vanderkooi
  Title: Vice President and Treasurer


EXHIBIT A

FORM OF NOTE

(SPECIMEN)

KELLANOVA

5.750% Senior Notes due 2054

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC” and the “Depository”), to the Company (as defined below) or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

 

REGISTERED       REGISTERED
No. R-1      

U.S. $300,000,000

CUSIP No.: 487836 CA4

Kellanova, a corporation duly organized and existing under the laws of Delaware (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum set forth above or such other principal sum on the Schedule of Exchanges attached hereto (which shall not exceed U.S.$300,000,000) on May 16, 2054, and to pay interest thereon from May 16, 2024, or from the most recent interest payment date to which interest has been paid or duly provided for, semiannually on May 16 and November 16 in each year, commencing November 16, 2024, at the rate of 5.750% per annum, until the principal hereof is paid or made available for payment.

The interest so payable, and punctually paid or duly provided for, on any interest payment date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more predecessor Securities) is registered at the close of business on the regular record date for such interest, which shall be the May 1 and November 1 (whether or not a Business Day), as the case may be, immediately preceding such interest payment date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Securityholder on such regular record date and may either be paid to the Person in whose name this Security (or one or more predecessor Securities) is registered at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Securityholders of this Series not less than 10 days prior to such special record date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this Series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

 

A-1


Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for that purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check delivered to the address of the Person entitled thereto as such address shall appear in the Security Register or by wire transfer to an account maintained by the Person entitled thereto as specified in the Security Register, provided that such Person shall have given the Trustee written wire instructions at least five Business Days prior to the applicable Interest Payment Date.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

* * * *

 

A-2


IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

Dated: May 16, 2024

 

KELLANOVA
By:  

 

  Name: Joel A. Vanderkooi
  Title: Vice President and Treasurer

 

A-3


TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.

Dated: May 16, 2024

 

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
 as Trustee
By:  

 

  Authorized Signatory

 

A-4


[FORM OF REVERSE SIDE OF SECURITY]

5.750% Senior Notes due 2054

Section 1. Indenture

The Company issued the Securities under an Indenture, dated as of May 6, 2024, between the Company and the Trustee (the “Indenture”). The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act as in effect on the date of the Indenture. The Securities are subject to all terms and provisions of the Indenture, and Securityholders are referred to the Indenture and the Trust Indenture Act for a statement of such terms and provisions. In the event of any inconsistency between the terms of this Security and the terms of the Indenture, the terms of this Security shall prevail.

The series of Securities are senior unsecured obligations of the Company initially limited to $300,000,000 aggregate principal amount at any one time outstanding. This Security is one of a Series designated as 5.750% Senior Notes due 2054 of the Company.

Section 2. Optional Redemption

Prior to November 16, 2053 (the “Par Call Date”), the Securities may be redeemed at the Company’s option, at any time in whole or from time to time in part. The redemption price (expressed as a percentage of the principal amount and rounded to three decimal places) for the Securities to be redeemed on any redemption date will be equal to the greater of the following amounts:

 

   

100% of the principal amount of the Securities being redeemed on the redemption date; and

 

   

(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Securities matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points less (b) interest accrued to the date of redemption.

plus, in each case, accrued and unpaid interest on the Securities to the redemption date.

On and after the Par Call Date, the Securities will be redeemable, at the Company’s option, at any time in whole, or from time to time in part, at a redemption price equal to 100% of the principal amount of the Securities plus accrued and unpaid interest, to, but excluding, the redemption date. Notwithstanding the foregoing, installments of interest on the Securities that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date according to the Securities and the Indenture.

The Company’s actions and determinations in determining the redemption price will be conclusive and binding for all purposes, absent manifest error.

 

A-5


The Company will deliver notice of any redemption at least 10 days but not more than 60 days before the redemption date to each registered holder of the Securities to be redeemed, with a copy to the Trustee. Once notice of redemption is delivered, the Securities called for redemption will become due and payable on the redemption date and at the applicable redemption price, plus accrued and unpaid interest to the redemption date.

Treasury Rate” means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate will be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company will select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

If on the third business day preceding the redemption date H.15 TCM or any successor designation or publication is no longer published, the Company will calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company will select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company will select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

 

A-6


On and after the redemption date, interest will cease to accrue on the Securities or any portion of the Securities called for redemption (unless the Company defaults in the payment of the redemption price and accrued interest). On or before the redemption date, the Company will deposit with a Paying Agent or the Trustee money sufficient to pay the redemption price of and accrued interest on the Securities to be redeemed on that date. If less than all of the Securities are to be redeemed, the Securities to be redeemed shall be selected by lot or in accordance with applicable DTC procedures. The Securities will not be entitled to the benefit of any mandatory redemption or sinking fund.

No Securities of a principal amount of $2,000 or less will be redeemed in part. If any Securities are to be redeemed in part only, the notice of redemption that relates to the Securities will state the portion of the principal amount of the Securities to be redeemed. New Securities in a principal amount equal to the unredeemed portion of the Securities will be issued in the name of the holder of the Securities upon surrender for cancellation of the original Securities. For so long as the Securities are held by DTC (or another depositary), the redemption of the Securities will be done in accordance with the policies and procedures of the depositary.

Section 3. Repurchase at Option of Holders Upon Change of Control Repurchase Event

If a Change of Control Repurchase Event (as defined below) occurs, unless the Company has exercised its right to redeem the Securities in whole by giving notice of such redemption as described in Section 2, the Company will make an offer to each Securityholder to repurchase all or any part (equal to $2,000 and integral multiples of $1,000 in excess thereof) of that holder’s Securities at a repurchase price in cash equal to 101% of the aggregate principal amount of Securities repurchased plus any accrued and unpaid interest on the Securities repurchased to the date of repurchase. Within 30 days following any Change of Control Repurchase Event or, at the Company’s option, prior to any Change of Control (as defined below), but after the public announcement of an impending Change of Control, the Company will deliver a notice to each Securityholder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Securities on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered. The notice shall, if delivered prior to the date of consummation of the Change of Control, state that the offer to repurchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.

The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder, to the extent those laws and regulations are applicable in connection with the repurchase of the Securities as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase event provisions of the Securities, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control Repurchase Event provisions of the Securities by virtue of such conflict.

 

A-7


On the Change of Control Repurchase Event payment date, the Company will, to the extent lawful:

 

  (a)

accept for payment all Securities or portions of Securities properly tendered pursuant to the Company’s offer;

 

  (b)

deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Securities or portions of Securities properly tendered; and

 

  (c)

deliver or cause to be delivered to the Trustee the Securities properly accepted, together with an Officer’s Certificate stating the aggregate principal amount of Securities being purchased by the Company.

The Paying Agent will promptly remit to each Securityholder of properly tendered Securities the purchase price for the Securities, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book-entry) to each Securityholder a new Security equal in principal amount to any unpurchased portion of any Securities surrendered; provided, that each new Security will be in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof.

The Company will not be required to make an offer to repurchase the Securities upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Securities properly tendered and not withdrawn under its offer. An offer to repurchase the Securities upon a Change of Control Repurchase Event may be made in advance of a Change of Control Repurchase Event, if a definitive agreement is in place for a Change of Control at the time of the making of such an offer.

Below Investment Grade Rating Event” occurs if both the rating on the Securities is lowered by two of the Rating Agencies and the Securities are rated below Investment Grade by each such Rating Agency on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Securities is under publicly announced consideration for possible downgrade by any of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event hereunder) if any of the Rating Agencies making the reduction in rating to which this definition would otherwise apply does not announce or publicly confirm or inform the Trustee in writing that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).

 

A-8


Change of Control” means the occurrence of any of the following:

(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of our properties or assets and those of our subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than the Company or one of its Subsidiaries;

(2) the adoption of a plan relating to the Company’s liquidation or dissolution;

(3) the first day on which a majority of the members of the Company’s Board of Directors are not Continuing Directors; or

(4) the consummation of any transaction or series of related transactions (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than the Company or one of its wholly owned Subsidiaries, becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding shares of the Company’s Voting Stock, measured by voting power rather than number of shares.

Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

Continuing Directors” means, as of any date of determination, any member of the Company’s Board of Directors who (1) was a member of such Board of Directors on the date of the issuance of the Securities; or (2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election (either by a specific vote or by approval of our proxy statement in which such member was named as a nominee for election as a director).

Fitch” means Fitch Ratings.

Investment Grade” means a rating of BBB- or better by Fitch (or its equivalent under any successor rating categories of Fitch), Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s), a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P) or the equivalent investment grade credit rating from any additional Rating Agency or Rating Agencies selected by the Company.

Moody’s” means Moody’s Investors Service Inc.

Rating Agency” means (1) each of Fitch, Moody’s and S&P; and (2) if any of Fitch, Moody’s or S&P ceases to rate the Securities or fails to make a rating of the Securities publicly available for reasons outside of our control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act, selected by the Company as a replacement agency for Fitch, Moody’s or S&P, as the case may be.

S&P” means S&P Global Ratings, a division of S&P Global, Inc.

 

A-9


Voting Stock” means, with respect to any person, capital stock of any class or kind the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such person, even if the right so to vote has been suspended by the happening of such a contingency.

Section 4. Sinking Fund

The Securities are not subject to any sinking fund.

Section 5. Denominations; Transfer; Exchange

The Securities are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. A Securityholder may transfer or exchange Securities in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Securityholder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Securities selected for redemption or to transfer or exchange any Securities for a period of 15 days prior to the delivering of a notice of redemption of Securities to be redeemed.

A global Security deposited with the Depository or the Trustee shall be transferred to the beneficial owner thereof in the form of definitive Securities only if (a) the Company notifies the Trustee in writing that the Depository, Euroclear Bank, SA/NV, or Clearstream Banking, S.A., Luxembourg is no longer willing or able to act as a depository or clearing system for the Securities or the Depository ceases to be registered as a clearing agency under the Exchange Act, and a successor depository or clearing system is not appointed within 90 days of this notice or cessation, (b) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in definitive form under the Indenture or (c) upon the occurrence and continuation of an Event of Default under the Indenture with respect to the Securities. Upon surrender by the Depository of the global Securities, certificated Securities will be issued to each Person that the Depository identifies as the beneficial owner of the Securities represented by the global Security. Upon any such issuance, the Trustee is required to register the certificated Securities in the name of the Person or Persons or the nominee of any of these Persons and cause the same to be delivered to these Persons. Neither the Company nor the Trustee shall be liable for any delay by the Depository or any participant or indirect participant in identifying the beneficial owners of the related Securities and each such Person may conclusively rely on, and shall be protected in relying on, instructions from the Depository for all purposes, including with respect to the registration and delivery, and respective principal amounts, of the Securities to be issued.

Section 6. Events of Default

If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

 

A-10


Section 7. Persons Deemed Owners

The registered Securityholder may be treated as the owner of it for all purposes.

Section 8. Unclaimed Money

If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its written request unless an abandoned property law designates another Person. After any such payment, Securityholders entitled to the money must look only to the Company and not to the Trustee for payment.

Section 9. Discharge and Defeasance

Subject to certain conditions, the Company at any time may terminate some of or all its obligations under the Securities and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or maturity, as the case may be.

Section 10. Trustee Dealings with the Company

Subject to certain limitations imposed by the Trust Indenture Act, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.

Section 11. No Recourse Against Others

A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.

Section 12. Authentication

This Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Security.

Section 13. Notices

Notices to Securityholders will be valid if mailed to them at their respective addresses in the register of Securityholders maintained by the Registrar. The Company shall also ensure that notices are duly published in a manner which complies with the rules and procedures of Depository, Euroclear Bank, SA/NV, or Clearstream Banking, S.A., Luxembourg, as applicable, and of any stock exchange on which the Securities are for the time being listed. Any notice given pursuant to these provisions shall be deemed to have been given on the date of publication or, if published more than once, on the date first published.

 

A-11


Section 14. Governing Law

THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 15. CUSIP Numbers

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Securities and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Securityholders. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

Section 16. Defined Terms

All terms used in this Security which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture.

The Company will furnish to any Securityholder upon written request and without charge to the Securityholder a copy of the Indenture which has in it the text of this Security.

 

A-12


CERTIFICATE TO BE DELIVERED UPON EXCHANGE

OR REGISTRATION OF TRANSFER OF SECURITIES

This Certificate relates to $300,000,000 principal amount of Securities held in (check applicable space) ___ book-entry or ___ definitive form by _________________________ (the “Transferor”).

The Transferor (check one box below):

has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); or

has requested the Trustee by written order to exchange or register the transfer of a Security or Securities.

 

   

 

    [INSERT NAME OF TRANSFEROR]
Dated:         By:    

 

Signature Guarantee:     

Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee.

 

A-13


SCHEDULE OF EXCHANGES

The following exchanges of a part of this Book-Entry Security have been made:

 

Date of

Exchange

  

Amount of decrease in

Principal Amount of

this Book-Entry Security

  

Amount of increase in

Principal Amount of

this Book-Entry

Security

  

Principal Amount of this

Book-Entry Security

following such decrease

(or increase)

  

Signature of

authorized signatory

of Trustee or

Security Custodian

 

 

A-14


ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

 

 

(Print or type assignee’s name, address and zip code)

 

(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint _____________________________________agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.

 

Date:         Your Signature:    
       

 

Sign exactly as your name appears on the other side of this Security.

 

Signature Guarantee:     

Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee.

 

A-15

Exhibit 5.1

 

LOGO

 

 

333 West Wolf Point Plaza

Chicago, IL 60654

United States

  
  +1 312 862 2000   

Facsimile:

+1 312 862 2200

  www.kirkland.com   

May 16, 2024

Kellanova

412 North Wells Street

Chicago, Illinois 60654

 

  Re:

Registration Statement on Form S-3

Ladies and Gentlemen:

We are acting as special counsel to Kellanova, a Delaware corporation (the “Company”), in connection with the registration by the Company of $300,000,000 aggregate principal amount of 5.750% Senior Notes due 2054 (the “USD Notes”) pursuant to the terms of the Underwriting Agreement dated May 6, 2024, among the Company and the underwriters named in Schedule 1 thereto, and the registration by the Company of €300,000,000 aggregate principal amount of 3.750% Senior Notes due 2034 (the “EUR Notes,” and, together with the USD Notes, the “Notes”) pursuant to the terms of the Underwriting Agreement dated May 7, 2024, among the Company and the underwriters named in schedule 1 thereto.

The USD Notes are being offered and sold under a Registration Statement on Form S-3 (No. 333-279131) filed by the Company with the Securities and Exchange Commission (the “Commission”) on May 6, 2024 under the Securities Act of 1933, as amended (the “Securities Act”) (such Registration Statement, as amended or supplemented, is hereinafter referred to as the “Registration Statement”), including a base prospectus dated May 6, 2024 (the “Base Prospectus”), a preliminary prospectus supplement dated May 6, 2024 (the “USD Preliminary Prospectus Supplement”) and a final prospectus supplement dated May 6, 2024 (the “USD Final Prospectus Supplement,” and, together with the Base Prospectus and the USD Preliminary Prospectus Supplement, the “USD Prospectus”). The EUR Notes are being offered and sold under the Registration Statement, the Base Prospectus, a preliminary prospectus supplement dated May 7, 2024 (the “EUR Preliminary Prospectus Supplement”) and a final prospectus supplement dated May 7, 2024 (the “EUR Final Prospectus Supplement,” and, together with the Base Prospectus and the EUR Preliminary Prospectus Supplement, the “EUR Prospectus”).

 

Austin Bay Area Beijing Boston Brussels Dallas Hong Kong Houston London Los  Angeles Miami Munich New York Paris Riyadh Salt Lake City Shanghai Washington, D.C.


LOGO

Kellanova

May 16, 2024

Page 2

 

In connection with the registration by the Company of the Notes, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the organizational documents of the Company, (ii) minutes and records of the corporate proceedings of the Company, (iii) the Registration Statement and the exhibits thereto, the USD Prospectus and the EUR Prospectus, (iv) the indenture, dated May 6, 2024, which is filed as exhibit 4.1 to the Registration Statement, between the Company and U.S. Bank Trust Company, National Association, as trustee (as amended or supplemented as of the date hereof, the “Indenture”) and (v) copies of the Notes.

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. We have not independently established or verified any facts relevant to the opinion expressed herein, but have relied upon statements and representations of the officers and other representatives of the Company and others.

Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (iii) public policy considerations which may limit the rights of parties to obtain certain remedies, and (iv) any laws except the federal securities laws of the United States, the laws of the State of New York and the General Corporation Law of the State of Delaware, including the applicable provisions of the Delaware constitution and reported judicial decisions interpreting these laws.

Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that the Notes have been duly authorized and are binding obligations of the Company.

We hereby consent to the filing of this opinion as Exhibit 5.1 with the Commission to the Company’s Current Report on Form 8-K and to its incorporation into the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the USD Prospectus and the EUR Prospectus constituting part of the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.


LOGO

Kellanova

May 16, 2024

Page 3

 

We have also assumed that the execution and delivery of the Indenture and the Notes and the performance by the Company of its obligations thereunder do not and will not violate, conflict with or constitute a default under any agreement or instrument to which the Company is bound.

Our advice on every legal issue addressed in this letter is based exclusively on the internal law of the State of New York and the General Corporation Law of the State of Delaware. We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various states to the sale of the Notes.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion speaks only as of the date hereof, and we assume no obligation to revise or supplement this opinion. This opinion is furnished to you in connection with the filing of the Company’s Current Report on Form 8-K, which is incorporated into the Registration Statement, and in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act, and is not to be used, circulated, quoted or otherwise relied upon for any other purposes.

 

Sincerely,
/s/ KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS LLP
v3.24.1.1.u2
Document and Entity Information
May 16, 2024
Document And Entity Information [Line Items]  
Amendment Flag false
Entity Central Index Key 0000055067
Document Type 8-K
Document Period End Date May 16, 2024
Entity Registrant Name Kellanova
Entity Incorporation State Country Code DE
Entity File Number 1-4171
Entity Tax Identification Number 38-0710690
Entity Address, Address Line One 412 N. Wells Street
Entity Address, City or Town Chicago
Entity Address, State or Province IL
Entity Address, Postal Zip Code 60654
City Area Code (269)
Local Phone Number 961-2000
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Common Stock, $.25 par value per share
Trading Symbol K
Security Exchange Name NYSE
A 1.000 Senior Notes Due 2024 [Member]  
Document And Entity Information [Line Items]  
Security 12b Title 1.000% Senior Notes due 2024
Trading Symbol K24
Security Exchange Name NYSE
M 1.250 Senior Notes Due 20252 [Member]  
Document And Entity Information [Line Items]  
Security 12b Title 1.250% Senior Notes due 2025
Trading Symbol K25
Security Exchange Name NYSE
Five Zero Percent Euro Notes Due Twenty Twenty Nine [Member]  
Document And Entity Information [Line Items]  
Security 12b Title 0.500% Senior Notes due 2029
Trading Symbol K29
Security Exchange Name NYSE
M 3.750 Senior Notes Due 20341 [Member]  
Document And Entity Information [Line Items]  
Security 12b Title 3.750% Senior Notes due 2034
Trading Symbol K34
Security Exchange Name NYSE

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