Post Holdings Announces Pricing of Senior Secured Notes Offering
05 Februar 2024 - 10:05PM
Post Holdings, Inc. (NYSE:POST) (the “Company” or “Post”) today
announced the pricing of its previously announced senior notes
offering. The Company priced $1,000.0 million in aggregate
principal amount of 6.250% senior notes due 2032 at par (the
“Notes”), representing an increase from the original offering size
of $875.0 million. The Notes offering is expected to close on
February 20, 2024, subject to customary closing conditions. The
Notes will be secured obligations of the Company and will be
guaranteed on a senior secured basis by each of the Company’s
existing and subsequently acquired or organized wholly-owned
domestic subsidiaries that guarantee the Company’s credit agreement
or certain of its other indebtedness; however, immaterial
subsidiaries, receivables finance subsidiaries and subsidiaries the
Company designates as unrestricted subsidiaries will not be
required to guarantee the Notes.
The Company intends to use the net proceeds from the Notes
offering, together with cash on hand, for purposes of repaying in
full its outstanding $400.0 million incremental term loan under its
credit agreement, which the Company borrowed in April 2023,
redeeming its existing 5.75% senior notes due 2027 and paying the
premiums, costs, fees and expenses associated with the offering,
the term loan repayment and the notes redemption. To the extent
there are any remaining net proceeds, the Company intends to use
such proceeds for general corporate purposes, which could include,
among other things, retirement or repayment of existing debt,
acquisitions, share repurchases, capital expenditures and working
capital. The offering is not conditioned upon the consummation of
the redemption of the 5.75% senior notes due 2027, which is
expected to occur on March 1, 2024.
The Notes and the related subsidiary guarantees are being
offered to persons reasonably believed to be qualified
institutional buyers in an offering exempt from registration
pursuant to Rule 144A under the Securities Act of 1933, as amended
(the “Securities Act”), and to non-U.S. persons outside of the
United States in compliance with Regulation S under the Securities
Act. The Notes and the related subsidiary guarantees have not been
registered under the Securities Act, or any state securities laws,
and unless so registered, may not be offered or sold in the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and applicable state securities laws.
This press release is not an offer to sell or a solicitation of
an offer to buy any security, nor shall there be any sales of
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any jurisdiction. This press release is
being issued pursuant to and in accordance with Rule 135c under the
Securities Act. This press release is not a notice of redemption
with respect to the 5.75% senior notes due 2027.
Cautionary Statement on Forward-Looking
Language
Forward-looking statements, within the meaning of Section 27A of
the Securities Act and Section 21E of the Securities Exchange Act
of 1934, as amended, are made throughout this press release,
including statements regarding the completion of the offering,
timing and the expected amount and intended use of the net proceeds
of the offering. 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” “would” or
the negative of these terms or similar expressions elsewhere in
this 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 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 Securities and Exchange Commission. The
Company may not consummate the offering as described in this press
release and, if the offering is consummated, cannot provide any
assurances regarding its ability to effectively apply the net
proceeds as described above. 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 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 RelationsDaniel
O’Rourkedaniel.orourke@postholdings.com(314) 806-3959
Post (NYSE:POST)
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