Free Writing Prospectus Filed Pursuant to Rule 433
Registration No. 333-181377
Supplementing the Preliminary Prospectus Supplement dated
March 2, 2015 (To Prospectus dated May 14, 2012)
€600,000,000
Kellogg Company
1.250% Senior Notes due 2025
Pricing Term Sheet
March 2, 2015
| Issuer: | Kellogg Company | |
| Anticipated Ratings*: | Baa2 (Stable) / BBB+ (Stable) / BBB+ (Negative Outlook) (Moody’s / S&P / Fitch) | |
| Rank: | Senior, Unsecured | |
| Principal Amount: | €600,000,000 | |
| Offering Format: | SEC Registered | |
| Maturity Date: | March 10, 2025 | |
| Coupon (Interest Rate): | 1.250% | |
| Listing: | Kellogg Company intends to apply to list the notes on The New York Stock Exchange under the symbol “K 25” | |
| Price to Public: | 99.953% | |
| Yield to Maturity: | 1.255% | |
| Spread to Benchmark Bund: | +91.6 bps | |
| Benchmark Bund: | 0.500% due February 15, 2025 | |
| Benchmark Bund Price and Yield: | 101.57; 0.339% | |
| Spread to Mid Swaps: | +57 bps | |
| Mid Swaps Yield: | 0.685% | |
| Interest Payment Dates: | Annually on March 10, commencing March 10, 2016 (Note: First coupon payment will be long) | |
| Day Count Convention: | ACTUAL/ACTUAL (ICMA) | |
| Make-Whole Call: | At any time at a discount rate of Comparable Government Bond Rate plus 15 basis points, plus accrued and unpaid interest to the redemption date | |
| Trade Date: | March 2, 2015 | |
| Settlement Date: | March 9, 2015 (T+5) | |
| Change of Control Offer to Purchase: | If Kellogg Company experiences a Change of Control Repurchase Event, it will be required, unless it has exercised the right to redeem the notes, to offer to repurchase the notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest to the repurchase date | |
| Denominations: | €100,000 and integral multiples of €1,000 in excess thereof | |
| ISIN/Common Code/ CUSIP: | XS1199356954 / 0119935695 /487836 BN7 | |
| Joint Book-Running Managers: | HSBC Bank plc J.P. Morgan Securities plc Merrill Lynch International | |
| Co-Managers: | Banco Bilbao Vizcaya Argentaria, S.A. Citigroup Global Markets Limited Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. | |
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling HSBC Bank plc toll free at 1-866-811-8049; J.P. Morgan Securities plc toll free at +44-207-134-2468; or Merrill Lynch International toll free at 1-800-294-1322.
Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers were automatically generated as a result of this communication being sent via Bloomberg or another email system.