On February 22, 2022, BellRing Distribution, LLC (“New BellRing”), currently a wholly-owned subsidiary of Post Holdings, Inc. (“Post”), announced that it intends to commence a private offering (the “Offering”) by Selling Noteholders (as defined below) of $840.0 million in aggregate principal amount of New BellRing’s senior notes due 2032 (the “Notes”) to eligible purchasers.
The Offering is being undertaken in connection with the previously disclosed distribution (the “Distribution”) of 80.1% of Post’s ownership interest in New BellRing to Post’s shareholders. As provided in the Transaction Agreement and Plan of Merger (the “Transaction Agreement”), dated October 26, 2021, among Post, New BellRing, BellRing Brands, Inc. (“BellRing”) and BellRing Merger Sub Corporation, a wholly-owned subsidiary of New BellRing (“Merger Sub”), the Notes will initially be issued by New BellRing to Post, together with all of New BellRing’s outstanding limited liability company interests, in exchange for the contribution by Post of (i) all of its nonvoting common units of BellRing Brands, LLC (“BellRing LLC”) and the sole outstanding share of BellRing’s Class B common stock, par value $0.01 per share, and (ii) $550.4 million in cash. Post will then exchange (the “Debt Exchange”) the Notes for certain debt obligations of Post with the holders thereof (or their respective affiliates) (the “Selling Noteholders”). The Selling Noteholders intend to offer the Notes for sale to qualified institutional buyers 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. Following the closing of the Offering and prior to the Distribution and the merger described below, New BellRing will convert into a Delaware corporation and change its name to BellRing Brands, Inc., and, at the same time, the current BellRing Brands, Inc. will change its name to BellRing Intermediate Holdings, Inc. Following completion of the Distribution, Merger Sub will merge with and into BellRing (the “Merger”) and New BellRing will become a new public holding company and the successor registrant to BellRing. New BellRing will use the cash received from Post, along with cash on hand and a draw on the new revolving credit facility (the “New BellRing Credit Facility”) that it will enter into as part of the transactions, to refinance BellRing LLC’s existing indebtedness and to pay fees and expenses related to the transaction, as well as to distribute cash to existing BellRing stockholders in connection with the Merger. New BellRing will not receive any proceeds from the Offering of the Notes by the Selling Noteholders.
Upon the completion of the Offering, the Notes will be unsecured unsubordinated obligations of New BellRing and, on the fourteenth day after the Notes are issued will be guaranteed by New BellRing’s existing and subsequently acquired or organized domestic subsidiaries (other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries designated as unrestricted subsidiaries). The Notes will not be an obligation of Post or any of Post’s wholly-owned subsidiaries. Completion of the Offering will be subject to market and certain other conditions, including consummation of the Debt Exchange, New BellRing’s entry into the New BellRing Credit Facility and the consummation of the Distribution and the Merger, in each case, substantially concurrently with the consummation of the Offering, consistent in all material respects with the descriptions thereof set forth in the offering memorandum relating to the Notes and the Offering.
A copy of the press release issued in connection therewith is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Cautionary Statement on Forward-Looking Language
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 the offering of the Notes, including the terms and amounts of the Notes, and Post’s proposed distribution of a significant portion of its interest in New 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 intends to contribute to New BellRing and New BellRing’s intended use of the cash it receives from Post. There is no assurance that the proposed offering or 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 offering or the proposed distribution, the rapidly changing situation related to the COVID-19 pandemic and other financial, operational and legal 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 filing. Post disclaims, however, any intent or obligation to update these forward-looking statements.
