M&A - KELLANOVA

Form Type: 8-K

Filing Date: 2025-03-12

Corporate Action: Merger

Type: Update

Accession Number: 000119312525053048

Filing Summary: On March 11, 2025, Kellanova entered into a Merger Agreement with Acquiror 10VB8, LLC, and its subsidiary Merger Sub 10VB8, LLC, where Merger Sub will merge with Kellanova, making Kellanova a wholly-owned subsidiary of Acquiror. A consent solicitation process to propose amendments to certain indentures governing Kellanova's note obligations was conducted by Mars, Incorporated, which began on March 4, 2025, and ended on March 11, 2025. Mars received requisite consents from the holders of various noted categories, allowing the execution of Supplemental Indentures that modify the covenants and reporting structures related to Kellanova's financial obligations. The amendments will not take effect unless the merger is completed, which is subject to customary closing conditions, including regulatory approvals. Mars will provide guarantees for the prompt payment of amounts owed to holders of the notes following the merger.

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Form Type: POSASR

Filing Date: 2025-02-20

Corporate Action: Merger

Type: New

Accession Number: 000119312525030740

Filing Summary: Kellanova is filing a Post-Effective Amendment to remove from registration any and all unissued securities previously registered under specific Form S-3 Registration Statements, due to a termination of offerings related to a merger agreement with Acquiror 10VB8, LLC, and its subsidiary. The document outlines the specific registration numbers affected by this amendment. It indicates compliance with the Securities Act of 1933 and affirms that the registrant meets the requirements for filing on Form S-3. The necessary signatures and authorizations are present, confirming the amendment's validity and intent to deregister unissued securities as per the merger terms.

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Form Type: POSASR

Filing Date: 2025-02-20

Corporate Action: Merger

Type: Update

Accession Number: 000119312525030742

Filing Summary: Kellanova is filing a Post-Effective Amendment No. 1 to remove from registration any and all securities previously registered under three specific Registration Statements on Form S-3 due to a termination of offerings as per the Agreement and Plan of Merger dated August 13, 2024, with Acquiror 10VB8, LLC and Merger Sub 10VB8, LLC. These Registration Statements involved the registration of debt securities and shares for the Direct Stock Purchase and Dividend Reinvestment Plan. This amendment certifies the deregistration of unsold securities and terminates the effectiveness of the mentioned Registration Statements.

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Form Type: POSASR

Filing Date: 2025-02-20

Corporate Action: Merger

Type: New

Accession Number: 000119312525030743

Filing Summary: On February 20, 2025, Kellanova filed a Post-Effective Amendment to remove from registration all securities previously registered under specific Form S-3 Registration Statements that have not been sold or issued. This action is in accordance with the Agreement and Plan of Merger dated August 13, 2024, between Kellanova, Acquiror 10VB8, LLC, and Merger Sub 10VB8, LLC, along with specified provisions relating to Mars, Incorporated. The filing indicates that Kellanova is terminating all offerings of securities in connection with these Registration Statements and is removing any unsold securities from registration, thus terminating the effectiveness of each of the Registration Statements.

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