Kellogg’s Spin-off of North American Cereal and Plant-Based Foods Businesses

Kirkland & Ellis advised Kellogg Company on the deal.

Kellogg Company (NYSE: K) announced the separation of its North American cereal and plant-based foods businesses, via tax-free spin-offs, resulting in three independent public companies, each better positioned to unlock their full standalone potential. The spin-offs are currently targeted to be completed by the end of 2023 and are subject to customary conditions.

The Company plans to separate North America Cereal Co. as an independent business through a tax-free spin-off.  North America Cereal Co. is a leader in cereal in the U.S., Canada, and Caribbean, with beloved brands, a heritage of innovation, and more than a century of operational success.  As a standalone company, North America Cereal Co. will have greater strategic focus and operational flexibility, and will direct capital and resources toward unlocking growth, regaining category share, and restoring and expanding profit margins.

The Company intends to separate Plant Co. as an independent business through a tax-free spin-off, while also exploring other strategic alternatives, including a possible sale. Anchored by the leading MorningStar Farms brand, Plant Co. will be a profitable, pure-play, plant-based foods company.  This business offers a full portfolio of plant-based offerings across multiple product segments and eating occasions.

The Kirkland team was led by corporate partners Eric Schiele (Picture), Allie Wein and Keith Crow, capital markets partners Robert Hayward and Robert Goedert, tax partners Dean Shulman and Adam Kool, executive compensation partner Scott Price, technology & IP transactions partner Seth Traxler, and antitrust partner Andrea Murino.    

Involved fees earner: Allison Wein – Cravath Swaine & Moore; Andrea Agathoklis Murino – Kirkland & Ellis; Keith Crow – Kirkland & Ellis; Robert Goedert – Kirkland & Ellis; Robert Hayward – Kirkland & Ellis; Adam Kool – Kirkland & Ellis; Scott Price – Kirkland & Ellis; Eric Schiele – Kirkland & Ellis; Dean Shulman – Kirkland & Ellis; Seth Traxler – Kirkland & Ellis;

Law Firms: Cravath Swaine & Moore; Kirkland & Ellis;

Clients: Kellogg Company;