United States securities and exchange commission logo
January 13, 2022
Diedre Gray
Secretary
BellRing Distribution, LLC
2503 S. Hanley Road
St. Louis, Missouri 63144
Re: BellRing
Distribution, LLC
Registration
Statement on Form S-4
Filed December 17,
2021
File No. 333-261741
Dear Ms. Gray:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form S-4 filed December 17, 2021
General
1. Disclosure in your Form
S-4 filed on December 23, 2021 (File No. 333-261873) seems to
indicate that you will
be conducting an exchange offer with a clean-up spin-off to execute
the series of
transactions described in this prospectus. If that is the case, please revise
your
disclosure throughout
this registration statement accordingly.
2. We note that Section 12
of your Form of Certificate of Incorporation identifies the Court
of Chancery of the
State of Delaware (or, if the Court of Chancery does not have subject
matter jurisdiction,
the federal district court for the State of Delaware) as the exclusive
forum for certain
litigation, including any derivative action. Please provide risk factor
disclosure stating that
there is uncertainty as to whether a court would enforce such
provision and also
state that investors cannot waive compliance with the federal securities
Diedre Gray
FirstName LastNameDiedre
BellRing Distribution, LLC Gray
Comapany
January 13,NameBellRing
2022 Distribution, LLC
January
Page 2 13, 2022 Page 2
FirstName LastName
laws and the rules and regulations thereunder. In that regard, we note
that Section 22 of
the Securities Act creates concurrent jurisdiction for federal and
state courts over all suits
brought to enforce any duty or liability created by the Securities Act
or the rules and
regulations thereunder. Further, if this provision does not apply to
actions arising under
the Exchange Act, please also ensure that the exclusive forum
provision in the governing
documents states this clearly, or tell us how you will inform
investors in future filings that
the provision does not apply to any actions arising under the Exchange
Act. In addition,
please revise the Description of New BellRing Capital Stock and
Comparison of Rights of
New BellRing and BellRing Stockholders Before and After the
Transactions sections as
needed.
3. Please tell us whether you will be a "controlled company" under
exchange listing rules
and, if so, describe the corporate governance exemptions on which you
will be entitled to
rely and the related risks to investors.
Cover Page
4. Please revise your cover page to prominently disclose the number of
common stock shares
you anticipate issuing at every phase of the transaction. In addition,
please quantify the
expected value of the shares to be issued in the transaction.
Questions and Answers About the Transactions and the Special Meeting, page 1
5. Please add a question and answer that addresses both the positive and
negative factors that
the board considered when determining to enter into the transaction
agreement and its
rationale for approving the transaction.
Summary Historical Financial Data, page 24
6. Please expand the balance sheet data to include the line item for the
historical amount of
redeemable noncontrolling interest as shown in the audited balance
sheet of BellRing's
Form 10-K which has been incorporated by reference.
Unaudited Pro Forma Combined Financial Statements of New BellRing
Notes to Unaudited Pro Forma Consolidated Financial Information, page 39
7. Refer to the first paragraph under the introductory section on page 36
and your disclosure
that accounting for the transactions will be entities under common
control. Please expand
to discuss the nature of this accounting treatment, such as the
pertinent common control
factors among the entities, and to the extent true that the historical
carrying values of the
relevant entities will be carried forward with no step up in basis of
net assets or
recognition of goodwill. Refer to ASC 805-50-15-6 and ASC 805-50-30-5.
8. Refer to the narrative explanation for adjustment (a). Please disclose
that the $569.3
million in proceeds is referred to elsewhere throughout the filing as
the amount of the Post
Diedre Gray
BellRing Distribution, LLC
January 13, 2022
Page 3
negative capital account. Also, disclose the value, if any of the
share of Class B Common
Stock of BellRing that Post will contribute to New BellRing.
9. Refer to the narrative explanation for adjustment (b). Please provide
in a sub-table to this
adjustment, the significant individual New BellRing debt securities
that comprise the
aggregate principal amount of $885.3 million, including the interest
rates and maturity
dates. In addition, disclose the significant terms of the $250 million
credit agreement,
such as how interest will be determined and the maturity date. We note
your disclosure in
adjustment (i) regarding the interest expense. Further, of the $952
million aggregate
principal amount to be outstanding, please discuss how much of this
pertains to new debt
by New BellRing versus continuing debt of BellRing and BellRing LLC.
10. Refer to the narrative explanation for adjustment (c). Disclose
whether there will be any
early termination payment or fee paid to the parties of the tax
receivable agreement in
connection with the termination of the agreement, and if so, provide
for the adjustment
amount.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Beverly Singleton at (202)-551-3328 or Kevin Woody at
(202)-551-
3629 if you have questions regarding comments on the financial statements and
related
matters. Please contact Bradley Ecker at (202)-551-4985 or Sergio Chinos at
(202)-551-
7844 with any other questions.
FirstName LastNameDiedre Gray Sincerely,
Comapany NameBellRing Distribution, LLC
Division of
Corporation Finance
January 13, 2022 Page 3 Office of
Manufacturing
FirstName LastName