v3.25.2
DEBT
12 Months Ended
Dec. 28, 2024
Debt Disclosure [Abstract]  
DEBT
DEBT
Prior to the Spin-Off, Kellanova's third-party debt and the related interest expense was not allocated to the Company for any periods, because the Company was not a party to the obligations between Kellanova and the debt holders.
In connection with the Spin-Off, the Company entered into a Credit Agreement (the “Credit Agreement”), consisting of a $500 million term loan (the "Term Loan"), $250 million delayed draw term loan, and $350 million equivalent multicurrency revolving credit facility (collectively, the “Credit Facility”). Prior to the Spin-Off, the Company distributed $663 million of the Credit Facility proceeds to Kellanova in the form of a dividend.
The Credit Facility has an initial term of five years and matures on September 12, 2028. Interest on the loans under the Credit Agreement are calculated by reference to the Secured Overnight Financing Rate (“SOFR”) or an alternative base rate, plus an interest rate margin equal to in the case of SOFR loans, 1.75%, and in the case of alternate base rate loans, 0.75%, each with related step-ups and step-downs based on the Company's consolidated net leverage ratio as defined in the Credit Agreement. Interest expense for the years ended December 28, 2024 and December 30, 2023 was $30 million and $10 million, respectively.
Under the Credit Facility, the Company has the right at any time, subject to customary conditions, to request incremental term loans or an increase to the revolving credit facility in an aggregate principal amount of up to the greater of $250 million and 100% of Consolidated EBITDA, as defined in the Credit Agreement, for the preceding four fiscal quarters of WK Kellogg Co. Any such addition of or increase in loans will be subject to certain customary conditions precedent and other provisions.
The Credit Facility also contains customary mandatory prepayments, including with respect to asset sale proceeds and proceeds from certain occurrences of indebtedness. The Company may voluntarily repay outstanding loans under the Credit Facility at any time without premium or penalty.
The Term Loan amortizes in equal quarterly installments in an aggregate annual amount equal to (i) 2.50% in year one, (ii) 5.00% in years two and three, (iii) 7.50% in year four and (iv) 10.00% in year five, of the original principal amount thereon, with the balance being payable on the date that is five years after the closing of the Credit Facility.
Our obligations under the Credit Facility (collectively, “Credit Facility Obligations”) are guaranteed (the “Credit Facility Guarantees”) by our existing and future direct and indirect subsidiaries of the Company (in such capacity, the “Credit Facility Guarantors”). The Credit Facility Obligations are expected to be secured by first priority liens on substantially all assets, subject to customary exceptions, of the Company and the Credit Facility Guarantors. The Credit Facility Guarantees and security interest of a Credit Facility Guarantor may be released where such Credit Facility Guarantor ceases to be a consolidated subsidiary of us pursuant to a transaction permitted under the Credit Facility. The Credit Facility contains various covenants, including, for example, those that restrict our ability and the ability of our consolidated subsidiaries to incur certain types of indebtedness or to grant certain liens on their respective property or assets. The Company was in compliance with all financial covenants contained in these agreements as of December 28, 2024.
In connection with the Credit Facility issuance, the Company incurred $7 million of debt issuance costs, of which $5 million is related to the term loan and is reflected as a reduction in long-term debt and current maturities of long-term debt, and $2 million is related to the revolving credit facility and is reflected in other assets. Amortization of debt issuance costs for the year-ended December 28, 2024 was $2 million. Amortization of debt issuance costs for the year-ended December 30, 2023 was immaterial.
As of December 28, 2024, outstanding borrowings under the Credit Facility were $536 million, comprised of the $488 million term loan and $48 million revolving credit facility, of which $73 million was recognized as the current
portion. As of December 28, 2024, there was an additional $552 million available for future borrowing under the Credit Facility.
Scheduled principal repayments on the Term Loan are (in millions): 2025 - $25; 2026 - $25; 2027 - $38; and 2028 - $400.