Post Holdings to Exit Ownership of BellRing Brands with an Additional Debt-for-Equity Exchange and Offering of BellRing Common Stock by Selling Stockholder
22 November 2022 - 2:00PM
Post Holdings, Inc. (NYSE:POST) (the “Company” or “Post”) today
announced an underwritten offering (“the offering”) of all of its
4,597,339 shares of common stock (the “offering shares”) of
BellRing Brands, Inc. (“BellRing”). The offering shares, currently
owned by Post, were sold by J.P. Morgan Securities LLC (the
“funding incremental term loan lender”) in connection with the
entry by the Company into an Exchange Agreement, dated November 21,
2022 (the “Exchange Agreement”), with the funding incremental term
loan lender. Under the Exchange Agreement, the Company will
transfer all of its shares of common stock of BellRing to the
funding incremental term loan lender to repay and retire a
portion of the principal amount of the Company’s $130.0 million
incremental term loan (which was borrowed on November 18, 2022),
excluding any accrued interest and the remaining principal amount
of the incremental term loan, all of which will be paid with cash
from the Company’s balance sheet (such exchange, the
“Debt-for-Equity Exchange”). Immediately after giving effect to the
Debt-for-Equity Exchange, Post will no longer own any shares of
BellRing’s common stock.
The offering is being made pursuant to a registration statement
filed by BellRing with the U.S. Securities and Exchange Commission
(the “Commission”). BellRing is not selling any shares of common
stock of BellRing and will not receive any proceeds from the sale
of the offering shares in the offering. The offering is expected to
close on November 25, 2022, subject to customary closing
conditions.
J.P. Morgan Securities LLC is acting as lead book-runner and
representative of the underwriters for the offering. Barclays
Capital Inc., Morgan Stanley & Co. LLC, Citigroup Global
Markets Inc. and Goldman Sachs & Co. LLC are acting as
additional book-runners for the offering.
A registration statement relating to these securities has been
filed with the Commission and has become effective. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
The offering is being made only by means of a prospectus
supplement and an accompanying prospectus. A copy of the
preliminary prospectus supplement and accompanying prospectus
related to the offering may be obtained from: J.P. Morgan
Securities LLC, c/o Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewood, NY 11717, by telephone at (866) 803-9204
or by e-mail at prospectus-eq_fi@jpmchase.com. You may also obtain
a copy of the preliminary prospectus supplement and accompanying
prospectus, without charge, by visiting the Commission’s website at
http://www.sec.gov.
Cautionary Statement on Forward-Looking
Language
Forward-looking statements, within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, are made throughout
this press release. These forward-looking statements are sometimes
identified from the use of forward-looking words such as “believe,”
“should,” “could,” “potential,” “continue,” “expect,” “project,”
“estimate,” “predict,” “anticipate,” “aim,” “intend,” “plan,”
“forecast,” “target,” “is likely,” “will,” “can,” “may” or “would”
or the negative of these terms or similar expressions elsewhere in
this press release. All forward-looking statements are subject to a
number of important factors, risks, uncertainties and assumptions
that could cause actual results to differ materially from those
described in any forward-looking statements. These factors and
risks include, but are not limited to, unanticipated developments
that prevent, delay or negatively impact the Debt-for-Equity
Exchange and the offering and other financial, operational and
legal risks and uncertainties detailed from time to time in the
Company’s cautionary statements contained in its filings with the
Commission. These forward-looking statements represent the
Company’s judgment as of the date of this press release. The
Company disclaims, however, any intent or obligation to update
these forward-looking statements. There can be no assurance that
the Debt-for-Equity Exchange or the offering will be completed as
anticipated or at all.
About Post Holdings, Inc.
Post Holdings, Inc., headquartered in St. Louis, Missouri, is a
consumer packaged goods holding company with businesses operating
in the center-of-the-store, refrigerated, foodservice and food
ingredient categories.
Contact:Investor RelationsJennifer
Meyerjennifer.meyer@postholdings.com(314) 644-7665
Post (NYSE:POST)
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