UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 2, 2022
Post Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Missouri | 001-35305 | 45-3355106 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 2503 S. Hanley Road St. Louis Missouri | 63144 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (314) 644-7600
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading | Name of each exchange | ||
| Common Stock, $0.01 par value per share | POST | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On March 2, 2022, Post Holdings, Inc. (“Post”) announced that it provided conditional notice that it has elected to redeem $840.0 million of the aggregate principal amount outstanding under its 5.75% Senior Notes due 2027 (the “2027 Notes”), having an aggregate outstanding principal amount of approximately $1,299.3 million, in accordance with the terms of the Indenture, dated as of February 14, 2017, among Post, each of the guarantors party thereto and Wells Fargo Bank, National Association, as Trustee (the “Trustee”), as supplemented by that certain First Supplemental Indenture dated as of March 28, 2017, that certain Second Supplemental Indenture dated as of January 30, 2018, that certain Third Supplemental Indenture dated as of July 5, 2018, and that certain Fourth Supplemental Indenture dated as of February 19, 2021, among Post, the guarantors and the Trustee (as supplemented, the “Indenture”). Subject to the conditions described below, Post will redeem $840.0 million of the 2027 Notes at the redemption price of 102.875% of the aggregate principal amount of the 2027 Notes being redeemed, plus accrued and unpaid interest for each day from March 1, 2022 to, but excluding, the redemption date of March 17, 2022 (the “Total Redemption Amount”).
Post’s partial redemption of the 2027 Notes is subject to the satisfaction or waiver, in its discretion, of the following conditions precedent: (i) the consummation of the transactions contemplated by the Transaction Agreement and Plan of Merger, dated October 26, 2021, as amended on February 28, 2022, among Post, BellRing Distribution, LLC (“New BellRing”), BellRing Brands, Inc. (“BellRing”) and BellRing Merger Sub Corporation, generally providing for the previously disclosed distribution of 80.1% of Post’s ownership interest in New BellRing to Post’s shareholders, including certain financing transactions, resulting in the receipt by Post of an amount sufficient to fund the Total Redemption Amount, as determined by Post in its sole and absolute discretion, and (ii) the deposit of the Total Redemption Amount with the Trustee on or prior to the redemption date.
A copy of the press release issued in connection with the conditional redemption notice of a portion of the 2027 Notes is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
| 99.1 | Post Holdings, Inc. Press Release dated March 2, 2022 | |
| 104 | Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document) | |
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 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 and the form of the distribution, and Post’s proposed partial redemption of the 2027 Notes, including the amount of the 2027 Notes that Post intends to redeem. There is no assurance that the proposed distribution or the redemption 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 or the redemption, the ongoing conflict in Ukraine, 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.
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) has filed a registration statement of New BellRing on Form S-4 (File No. 333-261741) with the SEC, which contains a prospectus of New BellRing and a definitive proxy statement of BellRing, dated February 3, 2022, and a registration statement of New BellRing on Form S-4/S-1 (File No. 333-261873) with the SEC, which contains a prospectus of New BellRing, dated February 14, 2022. INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS/ PROSPECTUSES, PROXY STATEMENT AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN, ANY AMENDMENTS OR SUPPLEMENTS TO THESE FILINGS, AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NEW BELLRING, BELLRING AND THE PROPOSED TRANSACTION. The registration statements were declared effective by the SEC on February 3, 2022, and a definitive proxy statement/prospectus was mailed on or about February 3, 2022 to stockholders of BellRing seeking that such stockholders adopt the definitive agreement for the proposed transaction. Investors and security holders will be able to obtain these materials (when they are available) and other documents filed with the SEC free of charge from the SEC’s website, www.sec.gov, Post’s website, www.postholdings.com, or BellRing’s website, www.bellring.com.
The transaction and distribution of this filing may be restricted by law in certain jurisdictions and persons who come into possession of any document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No offering of securities will be made, directly or indirectly, in or into any jurisdiction where to do so would be inconsistent with the laws of such jurisdiction.
Participants in a Solicitation
Post, BellRing, New BellRing and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from BellRing’s stockholders with respect to the approvals required to complete the proposed transaction. More detailed information regarding the identity of these potential participants, and any direct or indirect interests they may have in the proposed transaction, by security holdings or otherwise, is set forth in BellRing’s definitive proxy statement filed with the SEC. Information regarding the directors and executive officers of Post is available in its definitive proxy statement, which was filed with the SEC on December 6, 2021. Information regarding the directors and executive officers of BellRing is available in its definitive proxy statement, which was filed with the SEC on December 29, 2021, and its definitive proxy statement relating to the proposed transaction, which was filed with the SEC on February 3, 2022. Free copies of these documents may be obtained as described above.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 2, 2022 | Post Holdings, Inc. | |||
| (Registrant) | ||||
| By: | /s/ Diedre J. Gray | |||
| Name: | Diedre J. Gray | |||
| Title: | EVP, General Counsel & Chief Administrative Officer, Secretary | |||