On February 28, 2022, BellRing Brands, Inc. (“BellRing”) issued a press release announcing the approximate per share cash consideration to be paid to existing BellRing stockholders upon completion of Post Holdings, Inc.’s (“Post”) anticipated spin-off and distribution of Post’s interest in BellRing to Post shareholders. BellRing stockholders and Post will receive their pro rata share of $405.0 million of aggregate value in the transaction, which amount includes the per share cash consideration described below.
Upon completion of the distribution, BellRing will merge with a subsidiary of BellRing Distribution, LLC (which will convert into a Delaware corporation prior to the distribution and be renamed “BellRing Brands, Inc.”) (“New BellRing”) and each outstanding share of BellRing Class A common stock will be converted into one share of New BellRing common stock and cash. The amount of cash will be determined in accordance with the Transaction Agreement and Plan of Merger, dated as of October 26, 2021 and amended as of February 28, 2022, by and among Post, BellRing, New BellRing and BellRing Merger Sub Corporation, and will be based on several factors, including the amount of New BellRing indebtedness to be issued in connection with the transactions contemplated thereunder. Based on current expectations as to those factors and using the number of shares of BellRing Class A common stock outstanding as of February 25, 2022, BellRing stockholders would be expected to receive approximately $2.97 per share in the merger for each share of Class A common stock held by such stockholders. The actual per share cash consideration to be received by the BellRing stockholders holding shares of Class A common stock will be determined based on, among other things, the number of shares of BellRing Class A common stock outstanding as of immediately prior to the consummation of the merger. New BellRing common stock will continue to be traded under the ticker symbol “BRBR” following the completion of the transactions.
As a result of certain contributions made in connection with the transactions, Post will receive incremental value in an amount that, based on the percentage of the outstanding BellRing Brands, LLC nonvoting membership units owned by Post as of February 25, 2022, Post and BellRing currently anticipate to be approximately $289.5 million.
There can be no assurance that the proposed transactions will be completed as anticipated or at all.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
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 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 and the expected timing of the completion of the proposed transaction. There is no assurance that the proposed transaction 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 transaction, the ongoing conflict in Ukraine, the rapidly changing situation related to the COVID-19 pandemic and other risks and uncertainties described in BellRing’s filings with the Securities and Exchange Commission (the “SEC”). These forward-looking statements represent BellRing’s judgment as of the date of this filing. BellRing 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, BellRing’s website, www.bellring.com, or Post’s website, www.postholdings.com.
