SEC Comment Letter 0000000000-23-009599 to WK Kellogg Co (KLG) (CIK 0001959348)
WK Kellogg Co (KLG) (CIK 0001959348)
Date: Aug. 30, 2023 · CIK: 0001959348 · Accession: 0000000000-23-009599
AI Filing Summary & Sentiment
File numbers found in text: 001-41755
Letter
United States securities and exchange commission logo August 30, 2023 Gary Pilnick President WK Kellogg Co One Kellogg Square Battle Creek, Michigan 49016 Re:WK Kellogg Co Amendment No. 2 Registration Statement on Form 10 Filed August 23, 2023 File No. 001-41755 Dear Gary Pilnick: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response and any amendment you may file in response to these comments, we may have additional comments. Amendment 2 to Form 10 Filed on August 23, 2023 Unaudited Pro Forma Combined Financial Statements, page 73 1.We note that several pro forma adjustments have been combined into single amounts on the face of your pro forma combined financial statements. Please present your pro forma adjustments on a gross basis to provide a clear understanding of how the amounts included in the footnotes correspond to the adjustments presented in the pro forma financial statements.
FirstName LastNameGary Pilnick Comapany NameWK Kellogg Co August 30, 2023 Page 2 FirstName LastName Gary Pilnick WK Kellogg Co August 30, 2023 Page 2 2.The pro forma financial statements appear to give effect to several agreements that have not been finalized, including a proposed Credit Agreement and the Separation and Distribution Agreement, the Employee Matters Agreement, the Supply Agreement, the Intellectual Property Agreements, and the Tax Matters Agreement between you and Kellogg ParentCo. Please tell us whether or not you expect to finalize such agreements prior to the distribution and confirm you will refrain from applying pro forma adjustments for transactions not evidenced by agreements in place. Also clarify how you ultimately intend to reflect the Transition Services Agreement within your pro forma financial statements. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Ernest Greene at 202-551-3733 or Andrew Blume at 202-551-3254 if you have questions regarding comments on the financial statements and related matters. Please contact Erin Donahue at 202-551-6063 or Asia Timmons-Pierce at 202-551-3754 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing
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United States securities and exchange commission logo
August 30, 2023
Gary Pilnick
President
WK Kellogg Co
One Kellogg Square
Battle Creek, Michigan 49016
Re:WK Kellogg Co
Amendment No. 2 Registration Statement on Form 10
Filed August 23, 2023
File No. 001-41755
Dear Gary Pilnick:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Amendment 2 to Form 10 Filed on August 23, 2023
Unaudited Pro Forma Combined Financial Statements, page 73
1.We note that several pro forma adjustments have been combined into single amounts on
the face of your pro forma combined financial statements. Please present your pro forma
adjustments on a gross basis to provide a clear understanding of how the amounts
included in the footnotes correspond to the adjustments presented in the pro forma
financial statements.
FirstName LastNameGary Pilnick
Comapany NameWK Kellogg Co
August 30, 2023 Page 2
FirstName LastName
Gary Pilnick
WK Kellogg Co
August 30, 2023
Page 2
2.The pro forma financial statements appear to give effect to several agreements that have
not been finalized, including a proposed Credit Agreement and the Separation and
Distribution Agreement, the Employee Matters Agreement, the Supply Agreement, the
Intellectual Property Agreements, and the Tax Matters Agreement between you and
Kellogg ParentCo. Please tell us whether or not you expect to finalize such agreements
prior to the distribution and confirm you will refrain from applying pro forma adjustments
for transactions not evidenced by agreements in place. Also clarify how you ultimately
intend to reflect the Transition Services Agreement within your pro forma financial
statements.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Ernest Greene at 202-551-3733 or Andrew Blume at 202-551-3254 if
you have questions regarding comments on the financial statements and related matters. Please
contact Erin Donahue at 202-551-6063 or Asia Timmons-Pierce at 202-551-3754 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing