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    Kellanova (K)

    Material Definitive Agreement

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    Kellanova, formerly known as Kellogg Company, is a global leader in the manufacture and marketing of snacks and convenience foods, operating in over 180 countries . The company produces a wide range of snacks, including crackers, savory snacks, toaster pastries, cereal bars, and bites, as well as convenience foods like ready-to-eat cereals, frozen waffles, veggie foods, and noodles . As the world's second-largest producer of crackers, Kellanova is also a leading producer of cereal, savory snacks, and frozen foods . The company operates through four geographic segments: North America, Europe, Latin America, and AMEA (Asia Middle East Africa), with North America being the largest contributor to net sales .

    1. Snacks - Manufactures and markets a variety of snack products, including crackers, savory snacks, toaster pastries, cereal bars, and bites, making it the largest revenue contributor.
    2. Cereal - Produces ready-to-eat cereals, catering to a wide range of consumer preferences and nutritional needs.
    3. Frozen Foods - Offers a selection of frozen food products, including frozen waffles and veggie foods, providing convenient meal options.
    4. Noodles and Other Products - Includes the production and sale of noodles and other convenience food items, expanding the company's diverse product portfolio.
    NamePositionExternal RolesShort Bio

    Steven A. Cahillane

    ExecutiveBoard

    Chairman and CEO

    Trustee of W.K. Kellogg Foundation Trust

    Joined Kellanova in October 2017 as CEO, became Chairman in March 2018. Led the spin-off of the North American cereal business and rebranding to Kellanova. Former CEO of Nature’s Bounty and Coca-Cola Americas leader.

    View Report →

    Amit Banati

    Executive

    Vice Chairman and CFO

    Director at Fortune Brands Home Innovations

    CFO since July 2019, promoted to Vice Chairman in January 2023. Previously led Kellogg’s Asia Pacific, Middle East, and Africa regions. Former Kraft Foods and Cadbury executive.

    Kurt Forche

    Executive

    Vice President and Corporate Controller

    None

    Joined Kellanova in 1997 as an internal auditor. Appointed VP and Corporate Controller in July 2018. Oversees corporate financial reporting and accounting.

    Carolyn M. Tastad

    Board

    Director

    None

    Director since December 2015. Former Group President for North America at Procter & Gamble. Expertise in consumer goods, gender equality, and leadership.

    Carter A. Cast

    Board

    Director

    Operating Partner at Pritzker Private Capital; Board Member at Monogram Foods and PLZ Corp.

    Director since June 2017. Former CEO of Walmart.com and Hayneedle. Expertise in e-commerce, consumer goods, and entrepreneurship.

    Donald R. Knauss

    Board

    Lead Director

    Independent Director at Target Corporation; Independent Chairman at McKesson Corporation

    Director since December 2007. Former Chairman and CEO of Clorox. Expertise in consumer goods, financial management, and corporate governance.

    Erica L. Mann

    Board

    Director

    Independent Director at Perrigo Company PLC and DSM-Firmenich AG

    Director since February 2019. Former President of Consumer Health at Bayer AG. Expertise in healthcare, M&A, and global business strategy.

    J. Michael Schlotman

    Board

    Director

    Chairperson at Wendal; Board Member at Connectic Ventures and CVG Airport

    Director since October 2020. Former CFO of Kroger. Expertise in financial strategy, M&A, and operational efficiency.

    La June Montgomery Tabron

    Board

    Director

    President and CEO of W.K. Kellogg Foundation; Trustee of W.K. Kellogg Foundation Trust

    Director since February 2014. Leads one of the largest philanthropic organizations globally. Expertise in social responsibility and strategic planning.

    Mary A. Laschinger

    Board

    Director

    Independent Director at Newmont Corporation and Dollar Tree, Inc.; Board Member at Federal Reserve Bank of Atlanta

    Director since October 2012. Former Chairman and CEO of Veritiv Corporation. Expertise in supply chain, M&A, and leadership development.

    Roderick D. Gillum

    Board

    Director

    Principal at Jackson Lewis P.C.; Trustee of W.K. Kellogg Foundation Trust

    Director since February 2019. Former VP of Corporate Responsibility at General Motors. Expertise in crisis management, labor relations, and corporate governance.

    Stephanie A. Burns

    Board

    Director

    Independent Director at HP Inc. and Corning Incorporated

    Director since February 2014. Former Chairman and CEO of Dow Corning Corporation. Expertise in corporate governance, ESG, and financial management.

    Zachary Gund

    Board

    Director

    Managing Partner at Coppermine Capital; Independent Director at WK Kellogg Co.

    Director since December 2014. Chair of Kellanova’s Manufacturing Committee. Expertise in private equity, manufacturing, and corporate governance.

    1. Given that consumers are under significant pressure and your competitor has observed that price points above $4 lead to consumers exiting the category, do you agree that high price points are causing consumers to leave your categories, and how are you adjusting your price-pack architecture to address this issue?

    2. With your gross margins improving as volumes remain constrained and retailers increasingly aware of vendors' margin growth, how are you balancing the drive to improve margins with feedback from retail partners concerned about pricing impacts on consumer affordability?

    3. Are you seeing expected lifts from promotional activities now that you're returning to more normal levels of promotion off higher list prices, and how are these lifts compared to pre-pandemic levels in terms of effectiveness in driving volume?

    4. Considering that many of your competitors and retailers are emphasizing the need for price investments to support consumers under pressure, why do you believe your business doesn't require additional price givebacks, and how confident are you that your current pricing strategy won't adversely affect volume and market share?

    5. With European volumes under pressure due to decelerating pricing and economic challenges, how do you plan to drive growth and balance pricing and volume in this market, especially with upcoming innovations like the Cheez-It launch, and what is your outlook on trend improvements and exit rates in the region?

    Program DetailsProgram 1
    Approval DateDecember 2022
    End Date/DurationThrough December 2025
    Total additional amount$1.5 billion
    Remaining authorization amount$1.3 billion (as of 2024-09-28)
    DetailsFor general corporate purposes and to offset issuances for employee benefit programs
    YearAmount Due (in millions)Debt TypeInterest Rate (%)% of Total Debt
    2024$678Current maturities of long-term debtN/A11.6% = (678 / 5,853) * 100
    2024$124Notes payableN/A2.1% = (124 / 5,853) * 100
    2025N/A1.250% Senior Notes1.25N/A
    2029N/A0.500% Senior Notes0.50N/A
    2033$4005.25% Notes5.256.8% = (400 / 5,853) * 100
    2034€3003.75% Notes3.75N/A
    2054$3005.75% Notes5.755.1% = (300 / 5,853) * 100
    NameStart DateEnd DateReason for Change
    PricewaterhouseCoopers LLP1937 PresentCurrent auditor

    Notable M&A activity and strategic investments in the past 3 years.

    CompanyYearDetails

    Kellanova (acquired by Acquiror 10VB8, LLC)

    2024

    Recent developments and announcements about K.

    8-K Filings

    • 8-K Filing

      ·
      Feb 27, 2025, 11:01 PM
      Financial Exhibits
      Material Definitive Agreement

      Kellanova filed an 8‑K on March 11, 2025 to amend its indenture in connection with its pending Acquisition. Under the deal, Mars, Incorporated will issue an unconditional guarantee for securities at Settlement, subject to final conditions.

      View full 8-K filing →

    Press Releases

    • Press Release

      ·
      Mar 4, 2025, 2:57 PM

      Mars announced receipt of the requisite consents across all Kellanova indentures. Following Acquisition close, a $1.00 consent payment per $1k principal and the Mars Guarantee will be issued to implement the proposed amendments.

      View full press release →