Post (POST) 8-K Regulation FD Disclosure

Investor Presentation

August 2015

Exhibit 99.2

Post Holdings, Inc.

The

information

contained

in

this

presentation

is

intended

to

facilitate

discussions

with

potential

investors

regarding

offerings

of

securities

of

Post

Holdings,

Inc.

(“Post,”

the

“Company,”

“we,”

“us,”

or

“our”).

This

presentation

is

not

being

used

as

an

offer

to

sell

or

a

solicitation

of

an

offer

to

buy

securities

of

the

Company

or

any

of

its

affiliates

in

any

jurisdiction.

The

common

stock

is

being

offered

by

the

Company

pursuant

to

an

effective

Form

S-3

shelf

registration

statement

(including

a

base

prospectus)

previously

filed

with

the

Securities

and

Exchange

Commission

(SEC)

on

March

10,

2014

and

amended

on

May

19,

2014.

Before

you

invest,

you

should

read

the

prospectus

in

the

registration

statement,

the

related

prospectus

supplement

and

the

other

documents

that

Post

has

filed

with

the

SEC

for

more

complete

information

about

Post

and

this

offering.

You

may

obtain

the

preliminary

prospectus

supplement

for

the

offering,

the

registration

statement

and

the

other

documents

for

free

by

visiting

EDGAR

on

the

SEC’s

website

located

at

www.sec.gov.

Copies

of

the

preliminary

prospectus

supplement

and

accompanying

prospectus

may

also

be

obtained

from

the

offices

of

Credit

Suisse

Securities

(USA)

LLC,

Attention:

Credit

Suisse

Prospectus

Department,

One

Madison

Avenue,

New

York,

NY

10010,

by

telephone:

800-221-1037,

or

by

email

at

newyork.prospectus@credit-suisse.com;

Barclays

Capital

Inc.,

Attn:

Broadridge

Financial

Solutions,

1155

Long

Island

Avenue,

Edgewood,

New

York

11717,

by

telephone:

888-603-5847,

or

by

email:

barclaysprospectus@broadridge.com;

Nomura

Securities

International,

Inc.,

Attention:

Equity

Syndicate,

Worldwide

Plaza,

309

West

49th

Street,

5th

floor,

New

York,

NY

10019-7316,

or

by

telephone

212-667-9562;

BMO

Capital

Markets

Corp.,

Attention:

Syndicate

Department,

3

Times

Square,

27th

Floor,

New

York,

New

York

10036,

or

by

email

at

bmoprospectus@bmo.com,

or

by

telephone

800-414-3627;

Goldman,

Sachs

&

Co.,

by

mail,

Attn:

Prospectus

Department,

200

West

Street,

New

York,

NY

10282,

by

facsimile:

212-902-9316,

by

email:

prospectus-ny@ny.email.gs.com,

or

by

telephone:

866-471-2526;

or

SunTrust

Robinson

Humphrey,

Inc.,

by

telephone:

404-926-5744,

by

facsimile:

404-926-5464

or

by

email:

strh.prospectus@suntrust.com.

The

debt

securities

are

being

offered

by

the

Company

pursuant

to

a

separate

and

distinct

preliminary

offering

memorandum,

together

with

any

supplement

thereto,

including

a

term

sheet

specifying

the

pricing

and

other

terms

of

the

debt

securities

being

offered.

Such

preliminary

offering

memorandum

and

any

supplement

thereto

will

specifically

state

that

you

may

rely

on

the

information

contained

therein

(but

only

as

of

the

date

of

such

preliminary

offering

memorandum

or

supplement

thereto).

You

should

not

rely

on

the

information

contained

in

this

presentation.

This

presentation

does

not

purport

to

be

all

inclusive

or

contain

all

of

the

information

that

a

prospective

investor

would

need

to

make

an

investment

decision

regarding

the

Company’s

securities.

The

preliminary

prospectus

supplement

and

accompanying

prospectus,

and

the

preliminary

offering

memorandum

and

any

supplement

thereto,

referred

to

earlier

may

include

other

information

about

the

Company

and

the

offerings

that

is

not

included

in

or

differs

from

the

information

in

this

presentation.

This

additional

or

different

information

will

include

information

that

is

important

to

any

investment

decision

regarding

the

Company’s

securities.

The

information

contained

in

the

preliminary

prospectus

supplement

and

the

accompanying

prospectus,

and

the

preliminary

offering

memorandum

and

any

supplement

thereto,

for

the

relevant

offering

will

supersede

the

information

in

this

presentation

in

its

entirety.

Important Notice Regarding the

Information Contained in this Presentation

Certain

matters

discussed

in

this

presentation

are

forward-looking

statements

within

the

meaning

of

the

Private

Securities

Litigation

Reform

Act

of

1995.

These

forward-looking

statements

are

based

on

the

current

expectations

of

Post

and

are

subject

to

uncertainty

and

changes

in

circumstances.

These

forward-looking

statements

include,

among

others,

statements

regarding

our

Adjusted

EBITDA

guidance

for

fiscal

2015,

the

expected

synergies

and

benefits

of

the

recent

expected

financial

contributions

of

the

MOM

Brands

Company

(“MOM

Brands”)

and

the

assumptions

related

to

avian

influenza.

These

forward-looking

statements

may

be

identified

by

the

use

of

words

such

as

“expect,”

“anticipate,”

“believe,”

“estimate,”

“potential,”

“should”

or

similar

words.

There

are

a

number

of

risks

and

uncertainties

that

that

could

cause

actual

results

to

differ

materially

from

the

forward-looking

statements

made

herein.

These

risks

and

uncertainties

include

our

ability

to

realize

the

synergies

contemplated

by

the

acquisition

of

MOM

Brands,

including

the

expected

timing

and

our

ability

to

recognize

the

benefits

of

the

closure

of

the

Parsippany,

New

Jersey

office;

our

ability

to

promptly

and

effectively

integrate

the

MOM

Brands

business;

our

high

leverage

and

substantial

debt,

including

covenants

that

restrict

the

operation

of

our

business;

our

ability

to

service

outstanding

debt

or

obtain

additional

financing,

including

secured

and

unsecured

debt;

the

recent

avian

influenza

outbreak

in

the

U.S.

Midwest;

our

ability

to

continue

to

compete

in

our

product

markets

and

our

ability

to

retain

market

position;

our

ability

to

identify

and

complete

acquisitions,

manage

growth

and

integrate

acquisitions;

changes

in

our

cost

structure,

management,

financing

and

business

operations;

significant

volatility

in

the

costs

of

certain

raw

materials,

commodities,

packaging

or

energy

used

to

manufacture

our

products;

our

ability

to

maintain

competitive

pricing,

introduce

new

products

or

successfully

manage

costs;

our

ability

to

successfully

implement

business

strategies

to

reduce

costs;

impairment

in

the

carrying

value

of

goodwill

or

other

intangibles;

the

loss

or

bankruptcy

of

a

significant

customer;

allegations

that

our

products

cause

injury

or

illness,

product

recalls

and

product

liability

claims

and

other

litigation;

our

ability

to

anticipate

and

respond

to

changes

in

consumer

preferences

and

trends;

changes

in

economic

conditions

and

consumer

demand

for

our

products;

disruptions

in

the

U.S.

and

global

capital

and

credit

markets;

labor

strikes,

work

stoppages

or

unionization

efforts;

legal

and

regulatory

factors,

including

changes

in

advertising

and

labeling

laws,

food

safety

and

laws

and

regulations

governing

animal

feeding

operations;

our

ability

to

comply

with

increased

regulatory

scrutiny

related

to

certain

of

our

products

and/or

international

sales;

the

ultimate

impact

litigation

may

have

on

us,

including

the

lawsuit

(to

which

Michael

Foods

is

a

party)

alleging

violations

of

federal

and

state

antitrust

laws

in

the

egg

industry;

our

reliance

on

third

party

manufacturers

for

certain

of

our

products;

disruptions

or

inefficiencies

in

supply

chain;

our

ability

to

recognize

the

expected

benefits

of

the

closing

of

the

Modesto,

California

and

Boise,

Idaho

manufacturing

facilities;

fluctuations

in

foreign

currency

exchange

rates;

consolidations

among

the

retail

grocery

and

foodservice

industries;

change

in

estimates

in

critical

accounting

judgments

and

changes

to

or

new

laws

and

regulations

affecting

our

business;

losses

or

increased

funding

and

expenses

related

to

qualified

pension

plans;

loss

of

key

employees;

our

ability

to

protect

our

intellectual

property;

changes

in

weather

conditions,

natural

disasters,

disease

outbreaks

and

other

events

beyond

our

control;

our

ability

to

successfully

operate

international

operations

in

compliance

with

applicable

laws

and

regulations;

our

ability

to

satisfy

the

requirements

of

Section

404

of

the

Sarbanes-Oxley

Act

of

2002,

including

with

respect

to

acquired

businesses;

business

disruptions

caused

by

information

technology

failures

and/or

technology

hacking;

and

other

risks

and

uncertainties

described

in

the

Company’s

filings

with

the

Securities

and

Exchange

Commission.

These

forward-looking

statements

represent

the

Company’s

judgment

as

of

the

date

of

this

presentation.

Investors

are

cautioned

not

to

place

undue

reliance

on

these

forward-looking

statements,

which

speak

only

as

of

the

date

they

are

made.

The

Company

disclaims,

however,

any

intent

or

obligation

to

update

these

forward-looking

statements.

Forward-Looking Statements

Non-GAAP

Financial

Measures

While

the

Company

reports

financial

results

in

accordance

with

accounting

principles

generally

accepted

in

the

U.S.,

this

presentation

includes

the

non-GAAP

measure

Adjusted

EBITDA

for

Post

on

both

a

historical

and

forecast

basis,

neither

of

which

is

in

accordance

with

or

a

substitute

for

GAAP

measures.

Adjusted

EBITDA

is

a

non-GAAP

measure

which

represents

earnings

before

interest,

taxes,

depreciation,

amortization

and

other

adjustments.

Post

considers

Adjusted

EBITDA

an

important

supplemental

measure

of

performance

and

ability

to

service

debt.

Adjusted

EBITDA

is

often

used

to

assess

performance

because

it

allows

comparison

of

operating

performance

on

a

consistent

basis

across

periods

by

removing

the

effects

of

various

items.

Adjusted

EBITDA

has

various

limitations

as

an

analytical

tool,

and

you

should

not

consider

it

in

isolation

or

as

a

substitute

for

analysis

of

results

as

reported

under

GAAP.

For

a

reconciliation

of

Adjusted

EBITDA

to

the

comparable

GAAP

measures,

see

“Post

Historical

Financials

Reconciliation”

in

the

appendix.

This

presentation

also

includes

supplemental

financial

measures

related

to

MOM

Brands

and

American

Blanching

Company

(“ABC”)

and

also

Post’s

Pro

Forma

Adjusted

EBITDA

and

related

ratios.

This

data

has

not

been

prepared

in

accordance

with

the

requirements

of

Regulation

S-X

or

any

other

securities

laws

relating

to

the

presentation

of

pro

forma

financial

information.

This

data

is

presented

for

informational

purposes

only

and

does

not

purport

to

represent

what

Post’s

actual

financial

position

or

results

of

operations

would

have

been

if

the

acquisitions

had

been

completed

as

of

an

earlier

date

or

that

may

be

achieved

in

the

future.

For

a

reconciliation

of

the

Adjusted

EBITDA

of

MOM

Brands

and

ABC

to

the

comparable

GAAP

measure

and

of

Post’s

Pro

Forma

Adjusted

EBITDA

to

Adjusted

EBITDA,

see

“Post

Historical

Financials

Reconciliation”

in

the

appendix.

Certain

of

the

non-GAAP

financial

measures

included

herein

present

prospective

financial

information.

The

Company

has

not

provided

a

quantitative

reconciliation

of

the

forecast

non-GAAP

financial

measures

included

in

this

presentation

to

the

most

comparable

financial

measure

or

measures

calculated

and

presented

in

accordance

with

GAAP

due

primarily

to

the

difficulty

in

forecasting

and

quantifying

the

exact

amount

of

the

items

excluded

from

Adjusted

EBITDA

that

will

be

included

in

the

comparable

GAAP

financial

measures

such

that

it

is

not

practicable

to

produce

such

reconciliations

for

this

financial

information

without

unreasonable

effort.

Additional Information

Market

and

Industry

Data

This

presentation

includes

industry

and

trade

association

data,

forecasts

and

information

that

was

prepared

based,

in

part,

upon

data,

forecasts

and

information

obtained

from

independent

trade

associations,

industry

publications

and

surveys

and

other

independent

sources

available

to

the

Company.

Some

data

also

are

based

on

Post’s

good

faith

estimates,

which

are

derived

from

management’s

knowledge

of

the

industry

and

from

independent

sources.

These

third-party

publications

and

surveys

generally

state

that

the

information

included

therein

has

been

obtained

from

sources

believed

to

be

reliable,

but

that

the

publications

and

surveys

can

give

no

assurance

as

to

the

accuracy

or

completeness

of

such

information.

Post

has

not

independently

verified

any

of

the

data

from

third-party

sources

nor

has

it

ascertained

the

underlying

economic

assumptions

on

which

such

data

are

based.

Post’s

market

share

data

is

based

on

information

from

Nielsen

Expanded

All

Outlets

Combined

(“xAOC”)

or

ACNielsen.

Financial

Information

for

Acquired

Businesses

The

estimate

of

the

pre-acquisition

Adjusted

EBITDA

of

ABC

and

MOM

Brands,

and

the

other

financial

data

contained

in

this

presentation

for

each

such

business,

are

based

on

the

financial

statements

that

were

prepared

by

their

respective

prior

management

and

do

not

include

any

contributions

from

synergies

or

cost

savings

that

Post

expects

to

achieve

in

the

future.

These

financial

statements

have

not

been

audited

or

reviewed

by

Post’s

independent

registered

public

accounting

firm

or

any

other

accounting

firm.

Adjusted

EBITDA

for

the

acquired

entities

may

not

be

entirely

comparable

to

Post’s

measure

of

Adjusted

EBITDA.

Pro

Forma

Adjusted

EBITDA

does

not

include

any

pre-acquisition

contribution

from,

or

otherwise

adjust

for,

Post’s

acquisition

of

the

PowerBar

and

Musashi

branded

premium

bars,

powders

and

gel

products

business

of

Nestlé

S.A,

which

was

completed

on

October

1,

2014.

Trademarks

and

Brands

The

logos,

trademarks,

trade

names

and

service

marks

mentioned

in

this

presentation,

including

Honey

Bunches

of

Oats®,

Pebbles™,

Post

Selects®,

Great

Grains®,

Post®

Shredded

Wheat,

Golden

Crisp®,

Alpha-Bits®,

Spoon

Size®

Shredded

Wheat,

Post®

Raisin

Bran,

Grape-Nuts®,

Honeycomb®,

Malt-O-Meal®,

Farina®,

Dyno-Bites®,

Mom’s

Best®,

Attune®,

Uncle

Sam®,

Erewhon®,

Golden

Temple™,

Peace

Cereal®,

Sweet

Home

Farm®,

Willamette

Valley

Granola

Company™,

Premier

Protein®,

Joint

Juice®,

Dymatize®,

Supreme

Protein®,

PowerBar®,

Papetti’s®,

All

Whites®,

Better’n

Eggs®,

Easy

Eggs®,

Abbotsford

Farms®,

Simply

Potatoes®

and

Crystal

Farms®

brands

are

currently

the

property

of,

or

are

under

license

by,

Post

or

its

subsidiaries.

Additional Information (Cont’d)

Topic

Speakers

Transaction Overview

Barclays & Credit Suisse

Post Holdings Update

Rob Vitale

President & Chief

Executive Officer

Post Holdings

Financial Update

Jeff Zadoks

Chief

Financial Officer

Post Holdings

Appendix

Agenda

6

1.

Transaction overview

Transaction Overview

Post Holdings, Inc. (NYSE: POST) (“Post” or the “Company”) is seeking to issue $600mm in New

8.5-Year

Senior

Notes,

$600mm

in

New

10-Year

Senior

Notes,

and

$275mm

New

Equity

(together,

the “Transaction”)

Proceeds from the Transaction will be used to refinance a portion of the existing Term Loan B, to pay

related transaction fees and expenses and for general corporate purposes

Post is taking advantage of current market conditions to:

Increase secured debt capacity to provide flexibility for strategic acquisitions and investment in

the business

Extend its maturity profile

Lock in long-term debt with a favorable fixed rate of interest

Post continues to deliver strong financial results, while building on the momentum created by the

acquisitions of Michael Foods and MOM Brands

For the third quarter of fiscal year 2015, the Company reported net sales of $1,212mm (91%

increase

vs.

3Q

2014)

and

Adjusted

EBITDA

of

$187.5mm

(114%

increase

vs.

3Q

2014)

(1)

Pro Forma for the Transaction, the Company will have net leverage of 5.3x, based on LTM 3Q 2015

PF Adjusted EBITDA of $754mm, including $50mm in expected synergies from the MOM Brands

acquisition

(2)

Transaction is expected to close on August 18, 2015

(1)

Please

see

Appendix

for

a

full

reconciliation.

(2)

Please

see

Appendix

for

a

full

reconciliation.

Includes

Adjusted

EBITDA

for

all

completed

acquisitions.

Acquisition

adjustments

for

completed

acquisitions

represent

management’s

estimate

of

the

Adjusted

EBITDA

of

ABC

and

MOM

Brands.

In

connection

with

the

acquisition

of

MOM

Brands,

the

Company

expects

to

recognize

$50mm

in

run-rate

synergies

by

the

second

full

fiscal

year

following

the

closing

of

the

acquisition

(excluding

one-time

costs

to

achieve

synergies).

Status Quo

Refinancing

Pro Forma

6/30/15

Adjustment

6/30/15

Cash

$274

$254

$528

Revolving Credit Facility

-

-

-

Term Loan B

1,574

(1,200)

374

Capital Leases

3

-

3

Total Secured Debt

$1,578

($1,200)

$378

6.75% Senior Notes

875

-

875

7.375% Senior Notes

1,375

-

1,375

6.00% Senior Notes

630

-

630

Amortizing Note Component of TEU

29

-

29

2012 Series Bond - Wakefield IRB

4

-

4

New Senior Notes (8.5-Yr)

-

600

600

New Senior Notes (10-Yr)

-

600

600

Total Debt

$4,490

$0

$4,490

3.75% Convertible Preferred

242

-

242

2.50% Convertible Preferred

320

-

320

Tangible Equity Units (TEU)

259

-

259

Equity Capitalization

3,186

275

3,461

Total Capitalization

$8,497

$275

$8,772

Credit & Coverage Statistics

PF Adjusted EBITDA

$704

-

$704

Plus: MOM Brands Synergies

50

-

50

PF Adjusted EBITDA w/ Synergies

$754

-

$754

Secured Debt / Adjusted EBITDA

2.1x

0.5x

Net Debt / Adjusted EBITDA

5.6x

5.3x

Sources & Uses and Pro Forma Capitalization Table

Sources & Uses

Pro Forma Capitalization

Note:

The

Pro

Forma

data

presented

in

this

table

has

not

been

prepared

in

accordance

with

the

requirements

of

Regulation

S-X

and

has

not

been

derived

from

any

Pro

Forma

financial

statements.

Such

data

consists

of

the

sum

of

the

operating

results

for

Post

and

the

unaudited

estimated

results

for

the

applicable

consummated

acquisitions,

without

further

Pro

Forma

adjustment,

except

as

otherwise

noted.

(1)

Equity

capitalization

based

on

share

price

as

of

August

7,

2015

and

common

shares

outstanding

of

54.9mm.

(2)

Includes

Adjusted

EBITDA

for

all

completed

acquisitions.

Acquisition

adjustments

for

completed

acquisitions

represent

management’s

estimate

of

the

Adjusted

EBITDA

of

ABC

and

MOM

Brands.

(3)

In

connection

with

the

acquisition

of

MOM

Brands,

the

Company

expects

to

recognize

$50mm

in

run-rate

synergies

by

the

second

full

fiscal

year

following

the

closing

of

the

acquisition

(excluding

one-time

costs

to

achieve

synergies).

(2)

($ in mm)

($ in mm)

(3)

Transaction Highlights

Reduces net leverage

Enhances financial flexibility

Increases secured debt capacity

Extends maturity profile

Sources

New Senior Notes (8.5-Yr)

$600

New Senior Notes (10-Yr)

600

New Equity

275

Total Sources

$1,475

Uses

Paydown Existing Term Loan B

$1,200

Cash to Balance Sheet

254

Fees & Transaction Expenses

21

Total Uses

$1,475

(1)

9

2.

Post Holdings update

Introduction to Post Holdings

Post Holdings is a consumer packaged goods (“CPG”) holding company, currently operating

in four reportable segments:

-

Post Consumer Brands –

legacy Post Foods and legacy MOM Brands ready-to-eat (“RTE”)

cereal businesses

-

Michael Foods Group –

egg, potato, cheese and pasta businesses

-

Active Nutrition –

protein bar, shake and powder products of PowerBar, Premier Protein

and Dymatize

brands

-

Private Brands –

peanut butter, other nut butters, nut and dried fruit snacks and private

label and branded granola and cereal

Post has a deep and experienced leadership team

Executive Chairman Bill Stiritz, a long-time CPG CEO with a stellar track record for

focusing on and delivering returns to shareholders

Rob Vitale, former CFO of Post, succeeded Stiritz as CEO of Post in November 2014

1

2

3

4

Post Holdings Evolution

February 2012:

Post completes tax-free

spin-off from Ralcorp

Holdings and begins

trading on the NYSE as

a stand-alone company

February 2012

December 2012:

Post acquires

assets of Attune

Foods, a maker

of natural and

organic cereals

September 2013:

Post acquires

active nutrition and

supplements

businesses of

Premier Nutrition

Corporation

February 2014:

Post completes the acquisitions of Golden Boy

Foods Ltd., a manufacturer of private label

peanut and other nut butters, nut and dried fruit

snacks, and Dymatize Enterprises, LLC, a

manufacturer of nutritional supplements

May 2013:

Post completes acquisition

of certain assets from

Hearthside Food Solutions,

LLC, maker of natural and

organic cereals and granola

Post has expanded in both its core category and established new platforms

January 2014:

Post completes the

acquisition of Dakota

Growers Pasta Company,

a private label pasta

manufacturer

October 2014:

Post acquires the PowerBar

and

Musashi

brands and related

worldwide assets, manufacturers and

marketers of premium bars, powders

and gels

June 2014:

Post completes

the acquisition of

Michael Foods

November 2014:

Post acquires

American Blanching

Company, a peanut

butter manufacturer

May 2015:

Post completes the

acquisition of

MOM Brands

Company

(1)

Fiscal year ended September 30, 2013.

(2)

Last

twelve

months

ended

June

30,

2015;

Pro

Forma

to

include

all

closed

acquisitions

as

of

June

30,

2015

including

both

pre-

and

post-acquisition

periods.

Post’s Transformation to a Growing, Diversified Enterprise

2015

Diversified consumer products enterprise

Multi-category participant

Categories with dynamic growth

prospects

June 30, 2015 LTM net sales of $5.1bn

(2)

Net Sales Breakdown

(2)

2013

Slight diversification

Participant in three categories

Initial entry in growing categories

Net sales of $1.0bn

(1)

Net Sales Breakdown

Protein bars,

powders and shakes,

1%

Strong, defensible free cash flow

Business model focused on strong cash generation

Leading market positions in each of our primary categories

Diversified broadly with respect to:

Channels of distribution

Secular themes in food

Efficient capital allocation and balance sheet management

Provides attractive risk-adjusted, leveraged returns

Demonstrated success in M&A

Positioned to expand existing platforms or pursue additional platforms

Decentralized business model optimizes portfolio optionality

Talented management team across the organization

Maximizes managerial bandwidth

Enables creative structuring

Investment Highlights

Key Cash Flow Characteristics

1

2

3

4

Recurring revenue stream supported by

strong or growing market positions or

attractive category trends

Attractive Adjusted EBITDA margins

Limited capex needs

Modest working capital requirements

M&A tax efficiency where possible

(1)

Please see the Appendix for a full reconciliation.

(2)

Adjustment gives effect to the acquisition of ABC, which was consummated effective November 1, 2014, as if such acquisition had occurred on July 1, 2014, by including management’s

estimate of the Adjusted EBITDA of ABC for the period from July 1, 2014 through October 31, 2014.

(3)

Adjustment

gives

effect

to

the

acquisition

of

MOM

Brands,

which

was

consummated

effective

May

4,

2015,

as

if

such

acquisition

had

occurred

on

July

1,

2014,

by

including

management’s

estimate of the Adjusted EBITDA of MOM Brands for the period from June 29, 2014 through May 3, 2015.

(4)

In connection with the acquisition of MOM Brands, the Company expects to recognize $50mm in run-rate synergies by the second full fiscal year following the closing of the acquisition

(excluding one-time costs to achieve).

(5)

Pro Forma for expected interest on debt issued in the Transaction.

(6)

Based

on

current

Post

shares

outstanding

of

54.9mm

plus

$275mm

of

common

equity

expected

to

be

issued

in

conjunction

with

the

Transaction.

Assumes

new

common

equity

issued

to

the

public is based on a share price as of August 7, 2015, for illustrative purposes.

Illustrative Free Cash Flow (“FCF”) Calculation

5

Bank cash balance as of 7/31/2015: ~$385mm

Post LTM 6/30/2015 Adjusted EBITDA

$602

Acquired American Blanching Adjusted EBITDA

6

Acquired MOM Brands Adjusted EBITDA

96

Run-rate MOM Brands Synergies

50

PF LTM 6/30/2015 Adjusted EBITDA

$754

Less: Cash Interest

(302)

Less: Maintenance Capital Expenditures

(100)

Less: Cash Taxes

(90)

FCF to All Shareholders

$262

Less: Dividends on Convertible Preferred Securities

(17)

FCF to Common Shareholders

$245

FCF to Common Shareholders per Share

$4.11

($ in mm)

(1)

(3)

(2)

(4)

(5)

(6)

Business Model Focused on Strong Cash Generation

Leading Market Positions in Each of Our Primary Categories

(1)

Per ACNielsen xAOC, 52 weeks ended July 25, 2015. U.S. data only.

(2)

Volume share per ACNielsen, 52 weeks ended June 20, 2015 and management estimates. U.S. data only.

(3)

Management estimates.

Michael Foods Group

(2)

Private Brands Group

(3)

#1 egg whites;

46% market share

#2 egg products;

28% market share

#1 in Midwest markets

#3 U.S. cheese brand

#1 refrigerated

potatoes;

~65% market share

#1 value-added eggs;

~60% market share

#1 processed egg products;

~49% market share

Foodservice

Retail

#1 refrigerated

potatoes;

37% market share

Largest producer of

private label peanut

and nut butter

Post Consumer Brands

(1)

Strong #3 RTE cereal;

18.1% dollar market share

20.8% volume market share

16 of top 50 cereal brands

Consolidator in

fragmented active

nutrition category

Active Nutrition

Leading private

label granola

producer

Leading private label

dry pasta producer

Highly Diversified Cash Flows: Channels of Distribution

Foodservice

QSR

Specialty

Online

Dollar

Food / Drug / Mass

Club

Natural and Organic

Highly Diversified Cash Flows: Secular Themes in Foods

Private Label Brands

Away From Home

Portable

Health and Wellness

Portfolio Insulated From Dietary, Lifestyle and Economic Shifts

Private Label Granola

(1)

Values represent Total Shareholder Return from February 6, 2012 to August 7, 2015.

Provides Attractive Risk-Adjusted, Leveraged Returns

Strong cash flow enables long-term leverage target of 5x Adjusted EBITDA

Willing to “flex” to capitalize on an opportunity to execute strategic and/or transformational

M&A

Demonstrated ability to use multiple securities to maintain reasonable leverage

Open to structured solutions that “open doors” and create value

Maintain attractive return potential with debt / equity balance

Since spin-off, Post has achieved a Total Shareholder Return of 118% vs. 71% for the S&P 500

(1)

Portfolio performance exceeding acquisition case

Demonstrated Success in M&A

Key Highlights

Asset

Performance vs.

Acquisition Case

Growth in health and wellness sector and success in new product introduction

Rapid

growth

in

revenue

and

cash

flow

since

ownership

Restored customer base and profitability

Consolidation

of private label peanut butter, continued growth in tree nut butter and

health & wellness

Successfully navigated avian influenza incident

Meeting profit targets

Redesigned product

and packaging

Closed Boise facility

Integration well underway

Profit targets being met

Ongoing operational challenges / weak international pricing

Positioned to Expand Existing Platforms or

Pursue Additional Platforms

Post Holdings

Post Consumer Brands

Private Brands

Active Nutrition

Michael Foods

Optimal Optionality

Holding company structure

Distinct M&A focus

•

Execution

•

Integration

Decentralized Business Model

Decentralized corporate structure enhances operational flexibility

Business unit leaders drive performance with ability to react to market opportunities

more rapidly

Entrepreneurial ownership mentality and compensation structure

Greater accountability

Centralized functions are limited to governance and control

Maintain ability to make capital allocation decisions across the portfolio

Access to more efficient financing than as standalone operating companies

Business Model Highly Management Dependent

Talented Management Team Across the Organization

Name & Title

Previous Experience

Bill Stiritz

Executive

Chairman

Has previously served as CEO of Post Holdings and as CEO of Ralston Purina for over 20 years, and

executed

more than 14 spin and divestiture transactions to create shareholder value

Rob

Vitale

President and CEO

Has previously served as CFO of Post Holdings and as President and CEO of AHM Financial Group, LLC,

and Chairman

and majority shareholder of The Bargain Shop, Inc.

Jeff Zadoks

SVP and CFO

Has previously served as SVP and Chief Accounting Officer of Post Holdings, Corporate Controller of Post

Holdings and as Senior Vice President and Chief Accounting Officer at RehabCare Group, Inc.

Diedre Gray

Senior VP, General Counsel

and Administration, Secretary

Has

previously

served

as

Senior

Vice

President

–

Legal

and

Corporate

Secretary

at

Post

Holdings

and

as

Associate General Counsel and Assistant Secretary at MEMC Electronic Materials, Inc. (now SunEdison,

Inc.)

Jim Dwyer

EVP, Post Holdings; President

and

CEO, Michael Foods

Has previously served as CEO of Michael Foods and as EVP and Chief Business Development officer for

Ahold

USA responsible for Private Brands, E-Commerce, Marketing and Pharmacy operations

Rich Koulouris

EVP,

Post Holdings; President

and CEO, Post Foods Group

Has

previously

served

as

President

of

Ralcorp

Food

Group

at

Ralcorp

Holdings,

Inc.;

has

previously

served

as President of several business units during his various assignments

Chris

Neugent

President, Post Consumer

Brands

Has previously served as Chairman and CEO of MOM Brands Company

Bill Gatto

President, Active Nutrition

Group

Has over

30 years of General Management, Sales and Marketing experience in Consumer Products;

previous assignments included roles with ConAgra/Ralcorp Holdings, Beech-Nut Baby Food and Ralston

Purina Company

Post Holdings

23

3.

Financial update

On August 6, 2015, Post reported results for the fiscal quarter ended June 30, 2015

Increase driven by businesses acquired after June 30, 2014 and the lapping of partial period results in Q3

2014 from Michael Foods, acquired on June 2, 2014

Q3 2015 Update

+91%

+114%

(1)

Update on Fiscal Q3 2015

(1)

Please

see

Appendix

for

a

full

reconciliation.

Adjusted EBITDA has grown organically in each of Post’s businesses, except Dymatize

Initial outbreak of avian influenza occurred in April 2015

Our

response

was

to

control

costs

and

work

closely

with

the

entire

supply

chain

–

including

farms,

production and customers –

in an effort to remedy the supply situation in a fair and reasonable

manner

Cost management included a plant furlough and shift reductions

Suspended production of several product lines to focus remaining egg supply on high velocity

items

Several rounds of price increases in cooperation with our customers

Through these actions the impact of avian influenza on the third quarter of fiscal year 2015 financial

results was essentially mitigated

Flock repopulation will be phased in between now and the end of calendar year 2016

Have

begun

to

revise

certain

practices

around

biosecurity

and

flock

management

practices

Overview of Avian Influenza Impact on Post Holdings

Reported FY Ended September 30,

($ in mm)

2012A

2013A

2014A

LTM Q3 2015

Net sales

$959

$1,034

$2,411

$4,382

% growth

7.8%

133.2%

NA

Gross profit

429

425

621

1,070

% margin

44.7%

41.1%

25.8%

24.4%

Adjusted EBITDA

215

217

345

602

% margin

22.4%

21.0%

14.3%

13.7%

Capex

31

33

116

111

% of sales

3.2%

3.2%

4.8%

2.5%

Adjusted EBITDA - Capex

184

184

229

491

% of sales

19.2%

17.8%

9.5%

11.2%

Significant top line growth driven by acquisitions and entry into growth categories

Expanded into additional channels including foodservice and online

Business model focused on increasing cash flow generation

Post Holdings Historical Financial Summary

(1)

Please

see

Appendix

for

a

full

reconciliation.

(1)

Post Holdings Adjusted EBITDA Bridge

Pro Forma Adjusted EBITDA

(1)

LTM Q3

2015

(2)

LTM Q3

2015

LTM Q3

2015

(1)

Please see Appendix for a full reconciliation.

(2)

In connection with the acquisition of MOM Brands, the Company expects to recognize $50mm in run-rate synergies by the second full fiscal year following the closing of the acquisition

(excluding one-time costs to achieve synergies).

($ in mm)

$50

$96

28

Appendix

($ in mm)

Fiscal Year

Ended Sep 30

Fiscal Year

Ended Sep 30

Fiscal Year

Ended Sep 30

Fiscal Q3 LTM

Ended Jun 30

2012

2013

2014

2015

Operating profit (loss)

$

139.1

$

107.8

$

(207.7)

$

(68.7)

Depreciation and amortization

63.2

76.8

155.8

258.6

EBITDA

$

202.3

$

184.6

$

(51.9)

$

189.9

Stock compensation

4.5

10.5

14.5

23.7

Impact of mark-to-market accounting for economic hedges

0.3

0.9

9.8

(1.8)

Separation costs

12.5

8.9

2.6

2.6

Retention and severance costs

0.9

-

-

-

Intercompany servicing fees

(0.8)

-

-

-

Public company costs

(5.1)

-

-

-

Transaction costs

-

2.7

27.7

13.5

Inventory revaluation adjustment on acquired businesses

-

1.4

26.1

21.3

Intangible asset impairment

-

2.9

295.6

295.6

Restructuring and plant closure costs

-

4.8

5.6

17.1

Integration costs

-

-

5.3

10.4

Loss on assets held for sale

-

-

5.4

32.8

Foreign currency (gain) loss on intercompany loans

-

-

0.8

4.4

Gain on change in fair value of acquisition earn-out

-

-

(4.7)

(3.3)

Gain from insurance proceeds

-

-

(3.4)

(4.4)

Losses on hedge of purchase price of acquisitions

-

-

13.1

-

Legal settlement

-

-

(2.0)

-

Purchase price adjustment

-

-

-

(0.2)

Adjusted EBITDA

$

214.6

$

216.7

$

344.5

$

601.6

Post Historical Financials Reconciliation

($ in mm)

Fiscal Q3

Ended Jun 30

Fiscal Q3

Ended Jun 30

2014

2015

Operating profit (loss)

$

8.0

$

81.3

Depreciation and amortization

42.7

70.4

EBITDA

$

50.7

$

151.7

Stock compensation

3.6

3.5

Transaction costs

12.4

5.4

Integration costs

2.9

4.4

Restructuring and plant closure costs

0.3

10.7

Impact of mark-to-market accounting for economic hedges

2.0

(9.7)

Inventory revaluation adjustment on acquired businesses

17.7

17.0

Spin-off costs/post spin-off non-recurring costs

0.3

0.1

Gain on change in fair value of acquisition earn-out

(2.1)

-

Loss on assets held for sale

-

4.9

Foreign currency (gain) loss on intercompany loans

-

(0.5)

Adjusted EBITDA

$

87.8

$

187.5

Post Historical Financials Reconciliation (Cont’d)

($ in mm)

Fiscal Q3 LTM

Ended Jun 30

2015

Reported Adjusted EBITDA

$

601.6

American Blanching Company Adjusted EBITDA

6.3

Mom Brands Adjusted EBITDA

95.8

Pro Forma MOM Brands Synergies

50.0

Pro Forma Adjusted EBITDA

$

753.7

Post Historical Financials Reconciliation (Cont’d)

Note:

Post

prepares

Pro

Forma

Adjusted

EBITDA

by

further

adjusting

Adjusted

EBITDA

to

give

effect

to

recent

acquisitions,

as

if

those

acquisitions

had

occurred

on

July

1,

2014

by

adding

management’s

estimate

of

the

Adjusted

EBITDA

for

each

such

business.

The

Adjusted

EBITDA

presented

in

this

document

for

the

acquisitions

(ABC

and

MOM

Brands)

are

based

on

the

financial

statements

for

those

businesses

that

were

prepared

by

their

respective

pre-acquisition

management

and,

except

as

expressly

stated

otherwise,

do

not

include

any

contributions

from

synergies

or

cost

savings

that

management

expects

to

achieve

in

the

future.

These

financial

statements

have

not

been

audited

or

reviewed

by

independent

auditors

or

any

other

accounting

firm.

Adjusted

EBITDA

for

these

acquired

entities

may

not

be

entirely

comparable

to

Post’s

measure

of

EBITDA

or

Adjusted

EBITDA.

Pro

Forma

Adjusted

EBITDA

has

not

been

prepared

in

accordance

with

the

requirements

of

Regulation

S-X

or

any

other

securities

laws

relating

to

the

presentation

of

pro

forma

financial

information.

Pro

Forma

Adjusted

EBITDA

is

presented

for

information

purposes

only

and

does

not

purport

to

represent

what

Post’s

actual

financial

position

or

results

of

operations

would

have

been

if

the

acquisitions

had

been

completed

as

of

an

earlier

date

or

that

may

be

achieved

in

the

future.

Pro

Forma

Adjusted

EBITDA

does

not

include

any

pre-acquisition

contribution

from,

or

otherwise

adjust

for,

Post’s

acquisition

of

the

PowerBar

and

Musashi

branded

premium

bars,

powders

and

gel

products

business

of

Nestlé

S.A,

which

was

completed

on

October

1,

2014.

Acquisition

adjustments

for

completed

acquisitions

represent

management’s

estimate

of

the

Adjusted

EBITDA

of

MOM

Brands

and

ABC

for

the

period

from

July

1,

2014

to

the

closing

dates

of

the

acquisitions,

as

described

in

more

detail

in

the

following

table

on

the

next

page.

($ in mm)

American

Blanching

Company

(1)

MOM Brands

(2)

July 1, 2014

through

October 31, 2014

June 29, 2014

through

May 3, 2015

Earnings (Loss) Before Tax

$

4.6

$

(7.2)

Depreciation and amortization

1.0

47.6

Interest expense, net

0.2

7.0

Sponsor management and fees

0.1

-

Transaction expenses

0.4

34.4

Restructuring

expenses

-

13.3

Board/shareholder

expenses

-

0.7

Adjusted EBITDA

$

6.3

$

95.8

Note: The amounts in the table are derived from the financial statements for those businesses that were prepared by their respective pre-acquisition management and from due diligence procedures

performed by Post. These amounts represent management’s estimates as of the date of this document only. These financial statements have not been audited or reviewed by independent

auditors

or

any

other

accounting

firm.

Please

refer

to

the

note

to

“Post

Historical

Financials

Reconciliation”

for

additional

information

regarding

Adjusted

EBITDA

of

the

businesses

identified

above.

(1)

Adjustment gives effect to the acquisition of ABC, which was consummated effective November 1, 2014, as if such acquisition had occurred on July 1, 2014, by including management’s

estimate of the Adjusted EBITDA of ABC for the period from July 1, 2014 through October 31, 2014.

(2)

Adjustment

gives

effect

to

the

acquisition

of

MOM

Brands,

which

was

consummated

effective

May

4,

2015,

as

if

such

acquisition

had

occurred

on

July

1,

2014,

by

including

management’s

estimate of the Adjusted EBITDA of MOM Brands for the period from June 29, 2014 through May 3, 2015.

Adjusted EBITDA Acquisition Adjustments (Partial Year)

Twelve Months Ended June 30, 2015

33

Post Holdings, Inc.