Kellanova (NYSE: K) shareholders cashed out at $83.50 in completed merger
Rhea-AI Filing Summary
Kellanova completed a merger in which each share of its common stock was cancelled and converted into the right to receive $83.50 per share in cash, subject to applicable tax withholding. Following the transaction, the company became a wholly owned subsidiary of Acquiror 10VB8, LLC under an Agreement and Plan of Merger that also involved Merger Sub 10VB8, LLC and Mars, Incorporated.
For the reporting person, who serves as Chief Legal Officer, all directly and indirectly held common shares, restricted stock units, performance-based restricted stock units and stock options were cancelled at the effective time and converted into cash-based rights tied to the $83.50 per share merger consideration, plus any accrued dividend equivalents where applicable. As a result, the reporting person shows zero securities beneficially owned after the reported transactions.
Positive
- None.
Negative
- None.
Insights
Kellanova shareholders are cashed out at $83.50 per share in an all-cash merger.
The disclosure shows that Kellanova entered into a merger where Merger Sub 10VB8, LLC combined with the company, which now survives as a wholly owned subsidiary of Acquiror 10VB8, LLC. Each outstanding share of common stock was automatically cancelled and exchanged for the right to receive $83.50 in cash, with no interest and subject to tax withholding, giving existing holders a fixed exit value per share.
The filing also details how equity awards were treated. Time-based RSUs, performance-based RSUs and PSUs were cancelled and converted into rights to cash payments based on the $83.50 merger price plus accrued dividend equivalents, while stock options were converted into cash equal to the spread between the merger price and the exercise price. These cash rights generally follow the original vesting schedules or vesting terms described, so the actual timing of payments depends on those award conditions rather than market trading in the stock.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 1,291.318 | $83.50 | $108K |
| Disposition | Restricted Stock Units | 1,353.061 | $83.50 | $113K |
| Disposition | Restricted Stock Units | 18,173.51 | $83.50 | $1.52M |
| Grant/Award | Performance-based Restricted Stock Units | 7,424 | $0.00 | -- |
| Disposition | Performance-based Restricted Stock Units | 7,424 | $83.50 | $620K |
| Disposition | Stock Option | 8,140 | $16.70 | $136K |
| Disposition | Stock Option | 6,670 | $19.02 | $127K |
| Disposition | Stock Option | 7,235 | $21.88 | $158K |
| Disposition | Stock Option | 8,592 | $33.32 | $286K |
| Disposition | Stock Option | 5,585 | $25.54 | $143K |
| Disposition | Stock Option | 5,743 | $32.27 | $185K |
| Disposition | Common | 31,639.125 | $83.50 | $2.64M |
| Disposition | Common | 357.15 | $83.50 | $30K |
| Disposition | Common | 100 | $83.50 | $8K |
Footnotes (1)
- Pursuant to the Agreement and Plan of Merger, dated as of August 13, 2024, by and among the Issuer, Acquiror 10VB8, LLC ("Acquiror"), Merger Sub 10VB8, LLC ("Merger Sub"), and solely for the limited purposes set forth therein, Mars, Incorporated, Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Acquiror (the "Merger"). At the effective time of the Merger (the "Effective Time"), upon the terms and subject to the conditions set forth in the Merger Agreement, each share of the Issuer's common stock, par value $0.25 per share ("Common Stock"), that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive $83.50 per share in cash, without interest and subject to any applicable withholding taxes (the "Merger Consideration"). Represents shares of Common Stock indirectly held by the Reporting Person's account in the Kellanova Savings and Investment Plan immediately prior to the Effective Time. Represents share held in an IRA account of the reporting person's mother over which the reporting person has been granted power of attorney and with respect to which he is one of several beneficiaries. The reporting person disclaims beneficial ownership of these securities. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, these restricted stock units ("RSUs") were cancelled and converted into the right to receive an amount in cash, without interest, equal to the sum of the product of the number of shares of Common Stock issuable pursuant to such RSUs and the per share Merger Consideration, plus all dividend equivalents accrued or credited with respect to such RSUs. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, these RSUs were cancelled and converted into the contractual right of the Reporting Person to receive a payment in an amount of cash (without interest and subject to applicable tax withholdings) equal to the sum of the per share Merger Consideration multiplied by the total number of shares of Common Stock issuable pursuant to such RSUs as of immediately prior to the Effective Time plus all dividend equivalents accrued or credited with respect to such RSUs (each, a "Converted RSU Cash Award"). Each Converted RSU Cash Retention Award will generally be subject to the same terms and conditions as applied to such RSUs immediately prior to the Effective Time and will become payable in accordance with the original vesting schedule applicable to the corresponding RSUs or, if earlier, upon a qualifying termination of employment. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each performance-based restricted stock unit ("PSU") outstanding immediately prior to the Effective Time was deemed fully vested, based on the greater of target or actual level of performance, and was cancelled and converted into the right of the Reporting Person to receive an amount, in cash, without interest, equal to the sum of the product of such number of shares of Common Stock issuable pursuant to the PSU (based on the level of vesting described above) and the per share Merger Consideration, plus all dividend equivalents accrued or credited with respect to such PSU, subject to tax withholding. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each option to purchase a share of Common Stock (an "Option") that was outstanding and unexercised as of immediately prior to the Effective Time was converted into the right of the Reporting Person to receive an amount, in cash, without interest, equal to the product of the total number of shares subject to such Option and the excess, if any, of the per share Merger Consideration over the exercise price per share of Common Stock underlying the Option.
