On February 14, 2022, Post Holdings, Inc. (“Post”) issued a press release announcing a record date of February 25, 2022 (the “Record Date”) for the previously announced spin-off of 80.1% of its interest in BellRing Brands to Post shareholders. Subject to the satisfaction or waiver of customary closing conditions, on the distribution date for the spin-off, Post is expected to distribute approximately 78 million shares of common stock of BellRing Distribution, Inc. (“New BellRing”) on a pro rata basis to Post shareholders as of the Record Date (the “Distribution”). As previously announced, upon completion of the Distribution, BellRing Brands, Inc. (“BellRing”) will merge with a subsidiary of New BellRing (the “Merger”) and each outstanding share of BellRing Class A common stock will be converted into the right to receive one share of New BellRing common stock. Additionally, BellRing stockholders and Post will receive their pro rata share of an amount of cash that Post and BellRing currently anticipate to be approximately $400 million.
The Distribution and the Merger are currently expected to be completed in the first calendar quarter of 2022, subject to certain customary conditions being satisfied or waived as of the closing date.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Cautionary Statement Regarding Forward-Looking Information
Certain matters discussed in this filing are forward-looking statements. These forward-looking statements are made based on known events and circumstances at the time of release, and as such, are subject to uncertainty and changes in circumstances. These forward-looking statements include statements regarding Post’s proposed distribution of a significant portion of its interest in BellRing to Post shareholders, including the amount of New BellRing equity Post intends to distribute, the form of the distribution, the amount of cash Post and BellRing currently anticipate to be distributed to BellRing stockholders and Post, the anticipated tax treatment of the proposed transaction and the expected timing of the completion of the proposed transaction. There is no assurance that the proposed distribution will be completed as anticipated or at all, and there are a number of risks, uncertainties and assumptions that could cause actual results to differ materially from the forward-looking statements made herein, including risks relating to unanticipated developments that prevent, delay or negatively impact the proposed distribution, the rapidly changing situation related to the COVID-19 pandemic and other risks and uncertainties described in Post’s filings with the Securities and Exchange Commission (the “SEC”). These forward-looking statements represent Post’s judgment as of the date of this release. Post disclaims, however, any intent or obligation to update these forward-looking statements.
Additional Information and Where to Find It
This filing does not constitute an offer to sell, the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale 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 such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. In connection with the proposed transaction, New BellRing (as BellRing Distribution, LLC)
