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8-K filed October 2, 2023, 7:59 PM ET CIK 0000055067

M&A confidence high sentiment positive materiality 0.80

KELLANOVA: M&A transaction — Kellanova completes spin-off of WK Kellogg Co; projects 2024 net sales of $13.4-13.6B

KELLANOVA

Completed spin-off of WK Kellogg Co; shareholders received 1 WK share per 4 Kellanova shares on Oct 2, 2023.
Kellanova projects 2024 net sales of $13.4-13.6B; portfolio features Pringles, Cheez-It, Pop-Tarts, Eggo, RXBAR.
Name changed to Kellanova effective Sept 29; Gary Pilnick resigned as VP & CLO to become WK Kellogg CEO.
WK Kellogg begins trading on NYSE as KLG; Kellanova continues as K; fractional shares cashed out.

item 1.01 item 2.01 item 5.02 item 5.03 item 8.01 item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Departed

Gary Pilnick

Vice Chairman and Chief Legal Officer

KELLANOVA

Effective: 2023-10-02
Filed: October 2, 2023, 7:59 PM ET

Effective upon the consummation of the Distribution, Gary Pilnick, the Vice Chairman and Chief Legal Officer resigned from Kellanova.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Gary Pilnick resigned as Vice Chairman and Chief Legal Officer at KELLANOVA.

Action: resigned
Role: Vice Chairman and Chief Legal Officer

Exact text from the filing

Effective upon the consummation of the Distribution, Gary Pilnick, the Vice Chairman and Chief Legal Officer resigned from Kellanova.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

KELLANOVA completed a disposition involving WK Kellogg Co (closed 2023-09-29).

Action: disposition
Counterparty: WK Kellogg Co
Closing: 2023-09-29

Exact text from the filing

On the Distribution Date, Kellanova completed the previously announced Spin-Off of WK Kellogg

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

KELLANOVA entered into Tax Matters Agreement with WK Kellogg Co valued at Tax Matters Agreement between Kellanova and WK Kellogg (effective 2023-09-29).

Action: entry
Counterparty: WK Kellogg Co
Value: Tax Matters Agreement between Kellanova and WK Kellogg
Effective: 2023-09-29

Exact text from the filing

Tax Matters Agreement, dated as of September 29, 2023, between Kellanova and WK Kellogg, a copy of which is filed as Exhibit 10.5 hereto and incorporated by reference herein.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

KELLANOVA entered into Employee Matters Agreement with WK Kellogg Co valued at Employee Matters Agreement between Kellanova and WK Kellogg (effective 2023-09-29).

Action: entry
Counterparty: WK Kellogg Co
Value: Employee Matters Agreement between Kellanova and WK Kellogg
Effective: 2023-09-29

Exact text from the filing

Employee Matters Agreement, dated as of September 29, 2023, between Kellanova and WK Kellogg, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

KELLANOVA entered into Master Ownership and License Agreement Regarding Trademarks and Certain Related Intellectual Property Agreement with WK Kellogg Co valued at Master Ownership and License Agreement Regarding Trademarks and Certain Related Intellectual Propert (effective 2023-09-29).

Action: entry
Agreement: license
Counterparty: WK Kellogg Co
Value: Master Ownership and License Agreement Regarding Trademarks and Certain Related Intellectual Propert
Effective: 2023-09-29

Exact text from the filing

Master Ownership and License Agreement Regarding Trademarks and Certain Related Intellectual Property Agreement, dated as of September 29, 2023, between Kellanova and WK Kellogg, a copy of which is filed as Exhibit 10.4 hereto and incorporated by reference herein.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

KELLANOVA entered into Supply Agreement with WK Kellogg Co valued at Supply Agreement between Kellanova and WK Kellogg (effective 2023-09-29).

Action: entry
Agreement: supply
Counterparty: WK Kellogg Co
Value: Supply Agreement between Kellanova and WK Kellogg
Effective: 2023-09-29

Exact text from the filing

Supply Agreement, dated as of September 29, 2023, between Kellanova and WK Kellogg, a copy of which is filed as Exhibit 10.2 hereto and incorporated by reference herein.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

KELLANOVA entered into Master Ownership and License Agreement Regarding Patents, Trade Secrets and Certain Related Intellectual Property Agreement with WK Kellogg Co valued at Master Ownership and License Agreement Regarding Patents, Trade Secrets and Certain Related Intellec (effective 2023-09-29).

Action: entry
Agreement: license
Counterparty: WK Kellogg Co
Value: Master Ownership and License Agreement Regarding Patents, Trade Secrets and Certain Related Intellec
Effective: 2023-09-29

Exact text from the filing

Master Ownership and License Agreement Regarding Patents, Trade Secrets and Certain Related Intellectual Property Agreement, dated as of September 29, 2023, between Kellanova and WK Kellogg, a copy of which is filed as Exhibit 10.3 hereto and incorporated by reference herein.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

KELLANOVA entered into Transition Services Agreement with WK Kellogg Co valued at Transition Services Agreement between Kellanova and WK Kellogg (effective 2023-09-29).

Action: entry
Counterparty: WK Kellogg Co
Value: Transition Services Agreement between Kellanova and WK Kellogg
Effective: 2023-09-29

Exact text from the filing

Transition Services Agreement, dated as of September 29, 2023, between Kellanova and WK Kellogg, a copy of which is filed as Exhibit 10.6 hereto and incorporated by reference herein.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

KELLANOVA entered into Separation and Distribution Agreement with WK Kellogg Co valued at Separation and Distribution Agreement between Kellanova and WK Kellogg (effective 2023-09-29).

Action: entry
Agreement: supply
Counterparty: WK Kellogg Co
Value: Separation and Distribution Agreement between Kellanova and WK Kellogg
Effective: 2023-09-29

Exact text from the filing

Separation and Distribution Agreement, dated as of September 29, 2023, between Kellanova and WK Kellogg (the " Separation and Distribution Agreement "), a copy of which is filed as Exhibit 2.1 hereto and incorporated by reference herein.

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Source: SEC EDGAR

accession 0001193125-23-249062

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