Bellring Brands, Inc DEFM14A, filed Feb 3, 2022

Bellring Brands, Inc. (BRBR)

DEFM14A 2022-02-03

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By order of the Board of Directors,

		/s/ Craig L. Rosenthal

		Craig L. Rosenthal
		Senior Vice President, General Counsel and Secretary
		St. Louis, Missouri
		February 3, 2022


QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS AND THE SPECIAL MEETING			1
SUMMARY			17
SUMMARY HISTORICAL FINANCIAL DATA			27
RISK FACTORS			29
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			38
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS OF NEW BELLRING			40
MARKET PRICE INFORMATION			45
DESCRIPTION OF THE COMPANIES			46
THE TRANSACTIONS			48
APPRAISAL RIGHTS			70
BOARD OF DIRECTORS AND MANAGEMENT OF NEW BELLRING FOLLOWING THE PROPOSED TRANSACTIONS			76
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES			77
THE TRANSACTION AGREEMENT AND PLAN OF MERGER			81
ANCILLARY AGREEMENTS			97
CERTAIN INFORMATION RELATING TO NEW BELLRING AND BELLRING			101
DESCRIPTION OF NEW BELLRING CAPITAL STOCK			102
NEW BELLRING SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			108
BELLRING SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			109
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			112
COMPARISON OF RIGHTS OF NEW BELLRING AND BELLRING STOCKHOLDERS BEFORE AND AFTER THE TRANSACTIONS			113
THE SPECIAL MEETING			119
PROPOSAL NO. 1—THE TRANSACTION PROPOSAL			125
PROPOSAL NO. 2—THE ADJOURNMENT PROPOSAL			126
LEGAL MATTERS			127
EXPERTS			128
HOUSEHOLDING OF PROXY MATERIALS			129
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE			130
ANNEX A. TRANSACTION AGREEMENT AND PLAN OF MERGER			A-1
ANNEX B. FORM OF BELLRING BRANDS, INC. CERTIFICATE OF INCORPORATION			B-1
ANNEX C. FORM OF BELLRING BRANDS, INC. BYLAWS			C-1
ANNEX D. FORM OF AMENDED AND RESTATED MASTER SERVICES AGREEMENT			D-1
ANNEX E. FORM OF REGISTRATION RIGHTS AGREEMENT			E-1
ANNEX F. FORM OF TAX MATTERS AGREEMENT			F-1
ANNEX G. DELAWARE GENERAL CORPORATION LAW SECTION 262			G-1


Principal Amount of New BellRing Debt		Illustrative Per Share Cash Consideration
$950 million		$3.15
$975 million		$3.33
$1 billion		$3.52


	Year Ended September 30,
dollars in millions	2021			2020			2019
Statements of Operations Data
Net sales	$	1,247.1		$	988.3		$	854.4
Cost of goods sold		860.9			650.3			542.6

Gross profit		386.2			338.0			311.8
Selling, general and administrative expenses		167.1			151.8			127.1
Amortization of intangible assets		51.2			22.2			22.2
Other operating income, net		(0.1	)		—			—

Operating profit		168.0			164.0			162.5
Interest expense, net		43.2			54.7			—
Loss on refinancing of debt (a)		1.6			—			—

Earnings before income taxes		123.2			109.3			162.5
Income tax expense		8.8			9.2			39.4

Net earnings including redeemable noncontrolling interest		114.4			100.1			123.1
Less: Net earnings attributable to redeemable noncontrolling interest		86.8			76.6			123.1

Net earnings available to Class A common stockholders	$	27.6		$	23.5		$	—
Earnings Per Share of Class A Common Stock
Basic	$	0.70		$	0.60		$	—
Diluted	$	0.70		$	0.60		$	—
Statements of Cash Flows Data
Depreciation and amortization	$	53.7		$	25.3		$	25.3
Cash provided by (used in):
Operating activities	$	226.1		$	97.2		$	98.3
Investing activities		(1.6	)		(2.1	)		(3.2	)
Financing activities		(120.9	)		(52.6	)		(100.2	)


dollars in millions	As of September 30,
	2021			2020
Balance Sheet Data
Cash and cash equivalents	$	152.6		$	48.7
Working capital (excluding cash, cash equivalents and current portion of long-term debt)		100.5			152.2
Total assets		696.5			653.5
Debt, including current portion		597.5			686.4
Other liabilities		21.9			29.8
Redeemable noncontrolling interest		2,997.3			2,021.6
Total stockholders’ deficit (b)		(3,062.8	)		(2,182.6	)


	BellRing Historical			Transaction Accounting Adjustments			Autonomous Entity Adjustments			Pro Forma
Net Sales	$	1,247.1		$	—		$	—		$	1,247.1
Cost of goods sold		860.9			—			—			860.9

Gross Profit		386.2			—			—			386.2
Selling, general and administrative expenses		167.1			8.8	(h)		2.8	(k)		178.7
Amortization of intangible assets		51.2			—			—			51.2
Other operating expenses, net		(0.1	)		—			—			(0.1	)

Operating Profit		168.0			(8.8	)		(2.8	)		156.4
Interest expense, net		43.2			14.0	(i)		—			57.2
Loss on refinancing of debt		1.6			—			—			1.6

Earnings before Income Taxes		123.2			(22.8	)		(2.8	)		97.6
Income tax expense		8.8			16.2	(d)		(1.3	)(l)		23.7

Net Earnings Including Redeemable Noncontrolling Interest		114.4			(39.0	)		(1.5	)		73.9
Less: Net earnings attributable to redeemable noncontrolling interest		86.8			(86.8	)(e)		—			—

Net Earnings	$	27.6		$	47.8		$	(1.5	)	$	73.9

Earnings per share of Class A Common Stock:
Basic	$	0.70			—			—		$	0.54
Diluted	$	0.70			—			—		$	0.54
Weighted-average shares of Class A Common Stock Outstanding (in millions of shares):
Basic		39.5			97.5	(j)		—			137.0
Diluted		39.7			97.5	(j)		—			137.2


	BellRing Historical			Transaction Accounting Adjustments			Autonomous Entity Adjustments			Pro Forma
Current Assets
Cash and cash equivalents	$	152.6		$	(122.9	) (a)	$	—		$	29.7
Receivables, net		103.9			—			—		$	103.9
Inventories		117.9			—			—		$	117.9
Prepaid expenses and other current assets		13.7			—			—		$	13.7

Total Current Assets		388.1			(122.9	)		—			265.2
Property, net		8.9			—			—			8.9
Goodwill		65.9			—			—			65.9
Intangible assets, net		223.1			—			—			223.1
Other assets		10.5			0.6	(b)		—			11.1

Total Assets	$	696.5		$	(122.3	)	$	—		$	574.2

Current Liabilities
Current portion of long-term debt	$	116.3		$	(116.3	) (b)	$	—		$	—
Accounts payable		91.9			—			—		$	91.9
Other current liabilities		43.1			—	(c)		—			43.1

Total Current Liabilities		251.3			(116.3	)		—			135.0
Long-term debt		481.2			460.6	(b)		—			941.8
Deferred income taxes		7.6			3.2	(d)		(7.4	) (l)		3.4
Other liabilities		21.9			(10.2	) (c)		—			11.7

Total Liabilities		762.0			337.3			(7.4	)		1,091.9
Redeemable noncontrolling interest		2,997.3			(2,997.3	) (e)		—			—
Stockholders’ Deficit
Preferred stock		—			—			—			—
Common stock		0.4			1.0	(f)		—			1.4
Accumulated deficit		(3,059.7	)		2,535.1	(a,b,c,d,e,f,g)		7.4	(l)		(517.2	)
Accumulated other comprehensive loss		(3.5	)		1.6	(g)		—			(1.9	)

Total Stockholders’ Deficit		(3,062.8	)		2,537.7			7.4			(517.7	)

Total Liabilities and Stockholders’ Deficit	$	696.5		$	(122.3	)	$	—		$	574.2


Name and Address of Beneficial Owner	Percentage of New BellRing Owned
Post Holdings, Inc.		100	%
Robert V. Vitale, President		0	%
Jeff A. Zadoks, Vice President		0	%
Diedre J. Gray, Secretary		0	%
Matthew J. Mainer, Treasurer		0	%
All current named executive officers as a group (4 persons)		0	%


	BellRing Class A Common Stock						BellRing Class B Common Stock					Percent of Votes
Name and Address of Beneficial Owner	Number of Shares Owned			% of Class Owned (18)			Number of Shares Owned		% of Class Owned (19)			%
Post Holdings, Inc. 2503 S. Hanley Rd. St. Louis, Missouri 63144		97,474,180	(1)		71.3	%		1		100	%		67	%
Route One Investment Company, L.P. One Letterman Drive Bldg D-Main, Suite DM200 San Francisco, California 94129		5,165,991	(2)		13.2	%		—		—			4.4	%
Vanguard Group Inc. P.O. Box 2600 Valley Forge, Pennsylvania 19482		3,795,633	(3)		9.7	%		—		—			3.2	%
BlackRock, Inc. 55 East 52nd Street New York, New York 10055		3,289,715	(4)		8.4	%		—		—			2.8	%
Franklin Resources, Inc. One Franklin Parkway San Mateo, California 94403		2,742,139	(5)		7.0	%		—		—			2.3	%
Point72 Asset Management, L.P.
Point72 Capital Advisors, Inc.
Cubist Systematic Strategies, LLC
Point72 Hong Kong Limited
Steven A. Cohen 72 Cummings Point Road Stamford, Connectictut 06902		1,983,182	(6)		5.1	%		—		—			1.7	%
Robert V. Vitale		10,300	(7)		*			—		—			*
Darcy Horn Davenport		165,560	(8)		*			—		—			*
Thomas P. Erickson		15,048	(9)		*			—		—			*
Jennifer Kuperman		14,034	(10)		*			—		—			*
Chonda J. Nwamu		393	(11)		*			—		—			*
Elliot H. Stein, Jr.		10,461	(12)		*			—		—			*
Paul A. Rode		39,130	(13)		*			—		—			*
Douglas J. Cornille		24,611	(14)		*			—		—			*
Craig L. Rosenthal		25,161	(15)		*			—		—			*
R. Lee Partin		10,248	(16)		*			—		—			*
Robin Singh		14,921	(17)		*			—		—			*
All executive officers and directors as a group (11 persons)		329,867			*			—		—			*


BellRing Class A and Class B Common Stock Under BellRing’s Current Amended and Restated Certificate of Incorporation and Bylaws		New BellRing Common Stock Under the New BellRing Certificate of Incorporation and New BellRing Bylaws
Authorized Capital Stock

BellRing is authorized to issue up to 500 million shares of BellRing Class A Common Stock, one share of BellRing Class B Common Stock and 50 million shares of preferred stock.		New BellRing is authorized to issue up to 500 million shares of New BellRing Common Stock and 50 million shares of preferred stock. See Section 4.1 of Annex B.

Voting Rights

So long as Post holds in the aggregate more than 50% of the BellRing LLC Units then (i) each holder of BellRing Class A Common Stock is entitled to one vote per share on all matters to be voted upon by the stockholders generally and (ii) the holder of the share of BellRing Class B Common Stock is entitled to a number of votes equal to 67% of the total voting power of the outstanding BellRing Common Stock, on all matters to be voted upon by stockholders generally. In the event that Post holds in the aggregate 50% or less of the BellRing LLC Units, then the holder of the share of BellRing Class B Common Stock will be entitled to a number of votes equal to the number of BellRing LLC Units held by all persons other than BellRing and its subsidiaries, but may only cast a number of such votes on its own behalf equal to the number of BellRing LLC Units held by Post. If any of the BellRing LLC Units are held by persons other than BellRing, any of its subsidiaries or Post, the holder of the share of Class B Common Stock will be entitled to cast the remainder of the votes to which it is entitled in accordance with instructions and directions from the non-affiliated member(s) of BellRing LLC.		Holders of New BellRing Common Stock are entitled to one vote for each share of such stock held on all matters to be voted upon by the stockholders generally. See Section 5.1(i) of Annex B. Holders of New BellRing Common Stock will vote as a single class on all matters with respect to which stockholders are generally entitled to vote under applicable law. See Section 5.1(i) of Annex B.


The holders of BellRing Class A Common Stock and the holder of the share of Class B Common Stock will vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders, unless otherwise required by the certificate of incorporation or applicable law. Delaware law may require the holders of BellRing Class A Common Stock and the holder of Class B Common Stock to vote as separate classes in the event of certain amendments to the certificate of incorporation affecting the unique rights, powers or preferences or other aspects of the BellRing Class A Common Stock or Class B Common Stock, respectively, or so as to affect them adversely. The certificate of incorporation further provides that the holders of the outstanding shares of BellRing Class A Common Stock and BellRing Class B Common Stock shall each be entitled to vote separately upon any amendment to the certificate of incorporation (including by merger, consolidation, reorganization or similar event) that would alter or change the powers, preferences or special rights of the shares of such class of common stock in a manner that affects them adversely.

Dividend Rights

Subject to applicable law and the rights, if any, of the holders of any outstanding series of preferred stock (or any class or series of capital stock having a preference senior to or the right to participate with the BellRing Class A Common Stock as to the payment of dividends), dividends of cash or property may be declared and paid on the BellRing Class A Common Stock out of the assets of BellRing that are by law available, at the times and in the amounts as the BellRing Board of Directors may determine. The holder of BellRing Class B Common Stock will not participate in any dividends declared by the BellRing Board of Directors. No stock dividend, stock split, reverse stock split, combination of stock, reclassification or recapitalization may be declared or made on the BellRing Class A Common Stock unless such adjustment has been reflected in the same economically equivalent manner on all BellRing LLC Units. Stock dividends with respect to BellRing Class A Common Stock may only be paid with shares of BellRing Class A Common Stock.		Subject to applicable law and the special rights, if any, of the holders of any outstanding series of preferred stock, dividends of cash, shares of New BellRing Common Stock or property may be declared and paid on the New BellRing Common Stock out of the assets of BellRing that are by law available, at the times and in the amounts as the New BellRing Board of Directors may determine. See Section 5.1(ii) of Annex B.

Structure and Classification of Board; Number of Directors

The number of directors constituting the entire BellRing Board of Directors is fixed by resolution of the BellRing Board of Directors, and will not be less than five nor		The number of directors constituting the entire New BellRing Board of Directors will be fixed by resolution of the New BellRing Board of Directors,


more than twelve. The directors will be divided into three classes, as nearly equal in number as reasonably possible, except that one class may be one greater or one less in number than the other two classes. At each annual meeting of stockholders, successors to the class of directors whose term expires at that annual meeting will be elected for a three year term (and until their respective successors shall have been elected and qualified in each class or until their earlier death, resignation or removal), so that the term of one class of directors will expire in each year.		but will not be less than five nor more than twelve. The directors will be divided into three classes, as nearly equal in number as reasonably possible, except that one class may be one greater or one less in number than the other two classes. At each annual meeting of stockholders, successors to the class of directors whose term expires at that annual meeting will be elected for a three year term (and until their respective successors shall have been elected and qualified in each class or until their earlier death, resignation or removal), so that the term of one class of directors will expire in each year. See Section 7.1 of Annex B.

Removal of Directors

Members of the BellRing Board of Directors may be removed with or without cause by the affirmative vote of not less than a majority of the voting power of all of the outstanding shares of capital stock then entitled to vote in the election of directors, voting together as a single class.		Members of the New BellRing Board of Directors may be removed only for cause and only by the affirmative vote of not less than a majority of the voting power of all of the outstanding shares of capital stock of New BellRing then entitled to vote in the election of directors, voting together as a single class. See Section 7.2 of Annex B.

Director Vacancies and Newly Created Directorships

Subject to the rights of any outstanding series of BellRing preferred stock and Post under an investors rights agreement with BellRing, any vacancies on the BellRing Board of Directors which occur for any reason prior to the expiration of the term of office of the class in which the vacancy occurs, including newly created directorships which occur by reason of an increase in the number of directors, may be filled by (i) the BellRing Board of Directors, acting by the affirmative vote of a majority of the remaining directors then in office (even if less than a quorum) or by a sole remaining director, (ii) at a special meeting of stockholders of BellRing called for such purpose or (iii) prior to first date on which Post ceases to own of record more than 50% of the outstanding BellRing LLC Units (such date, the “Triggering Event”), by written consent of one or more stockholders of BellRing, in each case, until the next election of directors by the stockholders of BellRing at which such class is elected.		Subject to the rights of any outstanding series of New BellRing preferred stock, any vacancies on the New BellRing Board of Directors which occur for any reason, and any newly created directorships which occur by reason of an increase in the number of directors, may be filled only by the majority of the remaining directors (even if less than a quorum) or by a sole remaining director. See Section 7.3 of Annex B.

Stockholder Action by Written Consent

Prior to the Triggering Event, any action required to be taken or that may be taken at an annual or special meeting of stockholders of BellRing, may be taken without a meeting, without prior notice and written a		Subject to the rights of any outstanding series of New BellRing preferred stock, any action required to be taken or that may be taken at an annual or special meeting of stockholders of New BellRing may be


vote, if a consent or consents in writing setting forth the action so taken, have been signed by the holder or holders of capital stock of BellRing having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Subject to the rights of any outstanding series of BellRing preferred stock, from and after the Triggering Event, any action required to be taken or that may be taken at an annual or special meeting of stockholders of BellRing may be effected only at a duly called annual or special meeting of the stockholders of BellRing and may not be effected by any consent in writing by such stockholders.		effected only at a duly called annual or special meeting of the stockholders of New BellRing and may not be effected by any consent by such stockholders. See Section 6.1 of Annex B.

Special Stockholder Meeting

Special meetings of the stockholders of BellRing may be called only by (i) the affirmative vote of a majority of the BellRing Board of Directors, (ii) the Chairperson of the BellRing Board of Directors, (iii) the Secretary of BellRing, on the request of Post for such a meeting in writing, so long as Post and its subsidiaries (other than BellRing and its subsidiaries) own of record, in the aggregate, more than 50% of the BellRing LLC Units or (iv) the President of BellRing.		Special meetings of the stockholders of New BellRing may be called only by (i) the affirmative vote of a majority of the New BellRing Board of Directors, (ii) the Chairperson of the New BellRing Board of Directors or (iii) the President of New BellRing. See Section 2 of Annex C.

Rights Upon Liquidation

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of BellRing, after payment or provision for payment of the debts and other liabilities of BellRing and of the preferential and other amounts, if any, to which the holders of BellRing preferred stock will be entitled, the holders of all outstanding shares of BellRing Common Stock will be entitled to receive, pari passu, an amount per share equal to the par value thereof, and thereafter the holders of all outstanding shares of BellRing Class A Common Stock will be entitled to receive the remaining assets of BellRing available for distribution ratably in proportion to the number of shares of BellRing Class A Common Stock held by each such holder. The holder of the share of BellRing Class B Common Stock, as such, will not be entitled to receive any assets of BellRing in excess of the par value thereof in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of BellRing.		In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of New BellRing, after payment or provision for payment of the debts and other liabilities of New BellRing, and subject to the special rights, if any, of holders of any outstanding series of New BellRing preferred stock, the holders of all outstanding shares of New BellRing Common Stock will be entitled to receive, pari passu, the remaining assets of New BellRing available for distribution ratably in proportion to the number of shares held by each such stockholder. See Section 5.1(iii) of Annex B.


Restrictions on Business Combinations with Interested Stockholders

BellRing has opted out of Section 203 of the DGCL. In general, Section 203 prohibits a publicly held Delaware corporation who has not opted out of its restrictions from engaging in a business combination, such as a merger, with a person or group owning 15% or more of the corporation’s voting stock (or a person or group who is an affiliate or associate of the corporation and has owned 15% or more of the corporation’s voting stock at any time during the prior three years) for a period of three years following the date on which the person became an interested stockholder, unless (with certain exceptions) the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner. However, the BellRing certificate of incorporation includes a provision that generally replicates the restrictions on business combinations with interested stockholders set forth in Section 203 of the DGCL, except that Post and its affiliates, successors and assigns are exempt from such restriction.		New BellRing has not opted out of Section 203 of the DGCL, and therefore New BellRing will be subject to the restrictions on business combinations set forth in Section 203 of the DGCL. In general, Section 203 prohibits a publicly held Delaware corporation who has not opted out of its restrictions from engaging in a business combination, such as a merger, with a person or group owning 15% or more of the corporation’s voting stock (or a person or group who is an affiliate or associate of the corporation and has owned 15% or more of the corporation’s voting stock at any time during the prior three years) for a period of three years following the date on which the person became an interested stockholder, unless (with certain exceptions) the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner.

Exclusive Forum

Unless BellRing consents in writing to the selection of an alternative forum, the Court of Chancery will be the exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: (i) any derivative action or proceeding brought on BellRing’s behalf; (ii) any action asserting a breach of fiduciary duty; (iii) any action asserting a claim against BellRing arising pursuant to the DGCL and (iv) any action asserting a claim against New BellRing that is governed by the internal affairs doctrine. This exclusive forum provision will not apply to suits brought to enforce a duty or liability created by the Exchange Act, for which the U.S. federal courts have exclusive jurisdiction. Further, U.S. federal courts will, the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action or proceeding arising under the Securities Act.		Unless New BellRing consents in writing to the selection of an alternative forum, the Court of Chancery (or, if the Court of Chancery does not have subject matter jurisdiction, the federal district court for the State of Delaware) will be the exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: (i) any derivative action or proceeding brought on New BellRing’s behalf; (ii) any action asserting a breach of fiduciary duty; (iii) any action asserting a claim against New BellRing arising pursuant to the DGCL and (iv) any action asserting a claim against New BellRing that is governed by the internal affairs doctrine. This exclusive forum provision will not apply to suits brought to enforce a duty or liability created by the Exchange Act, for which the U.S. federal courts have exclusive jurisdiction. Further, U.S. federal courts will, the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action or proceeding arising under the Securities Act. See Section 12 of Annex B.



Other Rights

The share of BellRing Class B Common Stock may only be owned by Post and may not be owned or held by or transferred to any person other than Post; provided, however, that Post may (a) grant one or more proxies to, or enter into one or more voting arrangements with, non-affiliated members of BellRing LLC in certain circumstances and (b) transfer the share of the BellRing Class B Common Stock in connection with any distribution of its ownership interest in BellRing LLC by means of a spin-off or split-off to its stockholders. The BellRing certificate of incorporation provides that issuance of shares of BellRing Class A Common Stock upon the exercise by a holder of BellRing LLC Units of its right to redeem its BellRing LLC Units for shares of BellRing Class A Common Stock will generally be made without charge to such holder for any transfer taxes, stamp taxes or duties or other similar tax in respect of the issuance.		Following the completion of the transactions contemplated by the transaction agreement, New BellRing will not have any Class B Common Stock, and its common stock will not be affected by any units of BellRing LLC.


ARTICLE I The Separation		A-2
Section 1.1.	The Separation	A-2
Section 1.2.	Reorganization Documents	A-3
ARTICLE II The Distribution		A-3
Section 2.1.	Form of Distribution	A-3
Section 2.2.	Manner of Distribution	A-3
Section 2.3.	Conditions to Distribution	A-4
Section 2.4.	Additional Matters	A-5
Section 2.5.	Delivery of Shares	A-5
Section 2.6.	Plan of Reorganization	A-6
Section 2.7.	Qualification as Reorganization	A-6
ARTICLE III The Merger		A-6
Section 3.1.	The Merger	A-6
Section 3.2.	Closing	A-6
Section 3.3.	Effective Time of the Merger	A-6
Section 3.4.	Effects of the Merger	A-7
Section 3.5.	Certificate of Incorporation and Bylaws of the Surviving Corporation and SpinCo	A-7
Section 3.6.	Directors and Officers of the Surviving Corporation and SpinCo	A-7
Section 3.7.	Post-Closing Transactions	A-7
ARTICLE IV Effect of the Merger on the Capital Stock of the Constituent Corporations; Exchange of Certificates		A-7
Section 4.1.	Effect on Capital Stock	A-7
Section 4.2.	Exchange of Certificates and Book-Entry Shares	A-8
Section 4.3.	Dissenting Shares	A-11
Section 4.4.	Certain Adjustments	A-11
ARTICLE V Representations and Warranties of Post		A-11
Section 5.1.	Organization, Standing and Corporate Power	A-12
Section 5.2.	Authority; Noncontravention	A-12
Section 5.3.	Governmental Approvals	A-12
Section 5.4.	Information Supplied	A-13
Section 5.5.	Post Owned BellRing Securities	A-13
Section 5.6.	No Brokers or Other Advisors	A-13
Section 5.7.	Legal Proceedings	A-14
Section 5.8.	Compliance with Laws	A-14
Section 5.9.	No Other Representations or Warranties	A-14
ARTICLE VI Representations and Warranties of SpinCo		A-14
Section 6.1.	Organization, Standing and Power	A-14
Section 6.2.	Authority; Noncontravention	A-16
Section 6.3.	Governmental Approvals	A-17
Section 6.4.	Undisclosed Liabilities	A-17
Section 6.5.	Legal Proceedings	A-17
Section 6.6.	Compliance with Laws	A-17
Section 6.7.	No Other Representations or Warranties	A-17
ARTICLE VII Representations and Warranties of BellRing		A-18
Section 7.1.	Organization, Standing and Corporate Power	A-18
Section 7.2.	Capitalization	A-18
Section 7.3.	Authority; Noncontravention	A-19
Section 7.4.	Governmental Approvals	A-20
Section 7.5.	SEC Documents	A-20
Section 7.6.	Information Supplied	A-20


Section 7.7.	Brokers and Other Advisors	A-21
Section 7.8.	No SpinCo Interest	A-21
Section 7.9.	No Other Representations or Warranties	A-21
ARTICLE VIII Additional Covenants and Agreements		A-21
Section 8.1.	SpinCo Written Consent	A-21
Section 8.2.	Post Voting Agreement	A-21
Section 8.3.	Preparation of the SpinCo Registration Statements, BellRing Proxy Statement; Stockholder Meeting	A-22
Section 8.4.	Conduct of Business by SpinCo Pending the Transactions	A-24
Section 8.5.	Conduct of Business by BellRing Pending the Transactions	A-25
Section 8.6.	BellRing Board Recommendation; Communications with BellRing Stockholders	A-26
Section 8.7.	Reasonable Best Efforts	A-26
Section 8.8.	Public Announcements	A-27
Section 8.9.	Confidentiality	A-28
Section 8.10.	Notification of Certain Matters	A-28
Section 8.11.	Indemnification	A-28
Section 8.12.	Director and Officer Indemnification	A-31
Section 8.13.	Debt Exchange	A-32
Section 8.14.	Transaction	A-35
Section 8.15.	Defense of Litigation	A-35
Section 8.16.	Fees and Expenses	A-35
Section 8.17.	Tax Matters	A-36
Section 8.18.	Rule 16b-3.	A-37
Section 8.19.	Post Undertaking	A-37
Section 8.20.	No Acquisition of a SpinCo Interest by Post	A-37
Section 8.21.	NYSE Listing	A-37
Section 8.22.	Books and Records	A-37
Section 8.23.	Role of the Special Committee	A-37
Section 8.24.	Solvency Opinions	A-37
ARTICLE IX Conditions to Closing		A-38
Section 9.1.	Conditions to Each Party’s Obligations	A-38
Section 9.2.	Conditions to Obligations of BellRing	A-38
Section 9.3.	Conditions to Obligations of Post, SpinCo	A-39
ARTICLE X Survival		A-40
Section 10.1.	Survival	A-40
ARTICLE XI Termination		A-40
Section 11.1.	Termination	A-40
Section 11.2.	Effect of Termination	A-41
ARTICLE XII Miscellaneous		A-41
Section 12.1.	Amendment or Supplement	A-41
Section 12.2.	Extension of Time, Waiver, Etc	A-41
Section 12.3.	Assignment	A-42
Section 12.4.	Counterparts	A-42
Section 12.5.	Entire Agreement; No Third-Party Beneficiaries	A-42
Section 12.6.	Governing Law; Jurisdiction; Waiver of Jury Trial	A-42
Section 12.7.	Specific Enforcement	A-43
Section 12.8.	Notices	A-43
Section 12.9.	Severability	A-44
Section 12.10.	Definitions	A-44
Section 12.11.	Interpretation	A-52


Exhibit A		Form of SpinCo Post-Separation Certificate of Incorporation
Exhibit B		Form of SpinCo Post-Separation Bylaws
Exhibit C		Form of A&R Legal Engagement Letter
Exhibit D		Form of A&R Master Services Agreement
Exhibit E		Form of A&R Trademark and Domain Name License Agreement
Exhibit F		Form of Registration Rights Agreement
Exhibit G		Form of SpinCo Tax Matters Agreement
Exhibit H		A&R Employee Matters Agreement Term Sheet


355 Tax Opinion			46
A&R Employee Matters Agreement			51
A&R Legal Engagement Letter			51
A&R Master Services Agreement			51
A&R Trademark and Domain Name License Agreement			51
Action			51
Affiliate			51
Agreement			1
Alternative Merger Sub			42
Alternative Transaction Structure			42
Antitrust Laws			52
BellRing			1
BellRing Awards			9
BellRing Board			2
BellRing Board Recommendation			28
BellRing Board Recommendation Change			30
BellRing Class A Common Stock			9
BellRing Class B Common Stock			6
BellRing Common Stock			52
BellRing Disclosure Schedule			21
BellRing LLC			52
BellRing LLC Agreement			52
BellRing LLC Loan			3
BellRing LLC Repayment Amount			52
BellRing LLC Units			15
BellRing Material Adverse Effect			21
BellRing Options			9
BellRing Plan			9
BellRing Preferred Stock			21
BellRing Proxy Statement			52
BellRing SEC Documents			52
BellRing Stockholder Approval			23
BellRing Stockholders Meeting			28
BellRing Takeover Proposal			52
BellRing Tax Opinion			45
Beneficial Owner			52
Beneficial Ownership			52
Beneficially Own			52
Book-Entry Share			9
BRBR Pro Rata Share			52
Business Day			53
Cash Consideration Amount			53
Certificate			9
Certificate of Conversion			3
Certificate of Merger			7
Clean-Up Spin-Off			53
Closing			7
Closing Date			7


Code			2
Contract			53
Conversion			3
Credit Agreement			53
D&O Indemnified Losses			37
D&O Indemnified Person			37
D&O Liability Insurance			37
Debt Exchange			1
Debt Exchange Parties			1
DGCL			3
Dissenting Shares			13
Distributed Amount			1
Distribution			1
Distribution Date			4
Distribution Effective Time			4
Effect			54
Equity Exchange			1
Equity Exchange Parties			1
Evercore			16
Excess Cash Amount			53
Exchange Act			15
Exchange Agent			53
Exchange Agreement			10
Exchange Fund			10
Exchange Offer			1
Expiration Date			53
GAAP			53
Governmental Authority			53
Indemnitee			34
Indemnitor			34
JPM			16
Laws			53
Lazard			24
Liabilities			53
Liens			53
Losses			53
Material Adverse Effect			54
Merger			7
Merger Consideration			9
Merger Effective Time			8
Merger Sub			1
Merger Sub Board			2
Negative Capital Account			54
NYSE			43
Outside Date			54
Per Share Cash Consideration			54
Person			54
Post			1
Post Common Stock			1
Post Disclosure Schedule			13
Post Entities			55
Post Owned BellRing LLC Units			15


Post Owned BellRing Share			15
Post-Merger Transactions			8
Pre-Closing Period			55
Record Date			55
Record Holders			55
Registration Rights Agreement			55
Representatives			55
Restraints			44
SEC			55
Securities Act			55
Separable Claims			35
Separate Legal Defenses			35
Separation			3
Separation Plan			3
Special Committee			2
SpinCo			1
SpinCo Charter Documents			18
SpinCo Common Stock			1
SpinCo Debt			38
SpinCo Entities			55
SpinCo Interest			24
SpinCo Leverage Ratio			55
SpinCo Material Adverse Effect			13
SpinCo Notes			38
SpinCo Notes Amount			55
SpinCo Registration Statements			55
SpinCo Subsidiary Charter Documents			18
SpinCo Tax Matters Agreement			56
SpinCo Loans Amount			55
SpinCo Total Debt Amount			56
Subsidiary			56
Surviving Corporation			7
Tail Coverage			37
Tax Receivable Agreement			56
Tax-Free Transaction Failure			56
Third-Party Claim			34
Transaction Agreements			56
Transaction Litigation			41
Transactions			57
Voting Period			57


BELLRING BRANDS, INC.

/s/ Darcy Davenport
Name: Darcy Davenport
Title: President and Chief Executive Officer

POST HOLDINGS, INC.

/s/ Robert V. Vitale
Name: Robert V. Vitale
Title: President and Chief Executive Officer

BELLRING DISTRIBUTION, LLC

/s/ Robert V. Vitale
Name: Robert V. Vitale
Title: President

BELLRING MERGER SUB CORPORATION

/s/ Robert V. Vitale
Name: Robert V. Vitale
Title: President


POST:

Post Holdings, Inc.

By:
Name: Diedre J. Gray
Title: Executive Vice President, General Counsel and
Chief Administrative Officer, Secretary


OLD BELLRING:

BellRing Intermediate Holdings, Inc.

By:
Name:
Title:


			PAGE
ARTICLE I. DEFINITIONS				E-3
	Section 1.01.	Definitions		E-3
	Section 1.02.	Other Definitional and Interpretative Provisions		E-7

ARTICLE II. REGISTRATION RIGHTS				E-7
	Section 2.01.	Demand Registration		E-7
	Section 2.02.	Shelf and Piggyback Registration		E-9
	Section 2.03.	Lock-Up Agreements		E-12
	Section 2.04.	Registration Procedures		E-13
	Section 2.05.	Indemnification by the Company		E-17
	Section 2.06.	Indemnification by Registering Stockholders		E-17
	Section 2.07.	Conduct of Indemnification Proceedings		E-17
	Section 2.08.	Contribution		E-18
	Section 2.09.	Participation in Public Offering		E-19
	Section 2.10.	Other Indemnification		E-19
	Section 2.11.	Cooperation by the Company		E-19
	Section 2.12.	Transfer of Registration Rights		E-19
	Section 2.13.	Limitations on Subsequent Registration Rights		E-19
	Section 2.14.	Free Writing Prospectuses		E-19
	Section 2.15.	Information from Registering Stockholders; Obligations of Registering Stockholders		E-19

ARTICLE III. TERMINATION				E-20
	Section 3.01.	Termination		E-20

ARTICLE IV. MISCELLANEOUS				E-21
	Section 4.01.	Successors and Assigns		E-21
	Section 4.02.	Notices		E-21
	Section 4.03.	Amendments and Waivers		E-21
	Section 4.04.	Governing Law		E-22
	Section 4.05.	Jurisdiction		E-22
	Section 4.06.	WAIVER OF JURY TRIAL		E-22
	Section 4.07.	Specific Enforcement		E-22
	Section 4.08.	Counterparts; Effectiveness; Third Party Beneficiaries		E-22
	Section 4.09.	Entire Agreement		E-22
	Section 4.10.	Severability		E-22
	Section 4.11.	Certificate of Incorporation Supersedes		E-23


Term	Section
Alternative Transaction		Section 2.02	(d)
Company		Preamble
Damages		Section 2.05
Demand Registration		Section 2.01	(a)
Determination Date		Section 2.02	(f)
Holders’ Counsel		Section 1.01	(a)
Indemnified Party		Section 2.07
Indemnifying Party		Section 2.07
Inspectors		Section 2.04	(g)
Investor Rights Agreement		Recitals
Issuer Free Writing Prospectus		Section 2.14
Maximum Offering Size		Section 2.01	(d)
Merger Sub		Recitals
Piggyback Registration		Section 2.02	(h)(i)
Post		Preamble
Records		Section 2.04	(g)
Registration Actions		Section 2.01	(e)
Requested Shelf Registered Securities		Section 2.02	(b)
Shelf Public Offering		Section 2.02	(b)
Shelf Public Offering Notice		Section 2.02	(b)
Shelf Public Offering Request		Section 2.02	(b)
Shelf Public Offering Requesting Stockholder		Section 2.02	(b)
Shelf Registration		Section 2.02	(a)
SpinCo		Recitals


Term	Section
Stockholder Parties		Section 2.05
Suspension Notice		Section 2.01	(e)
Suspension Period		Section 2.01	(e)
Transaction Agreement		Recitals
Well-Known Seasoned Issuer		Section 2.02	(f)


			Page
ARTICLE I DEFINITIONS				F-5
	Section 1.01	General		F-5
	Section 1.02	References to Time		F-11

ARTICLE II PREPARATION, FILING AND PAYMENT OF TAXES SHOWN DUE ON TAX RETURNS				F-11
	Section 2.01	Tax Returns.		F-11
	Section 2.02	Tax Return Procedures.		F-12
	Section 2.03	Straddle Period Tax Allocation		F-13
	Section 2.04	Timing of Payments		F-13
	Section 2.05	Expenses		F-14
	Section 2.06	No Extraordinary Actions on the Distribution Date		F-14
	Section 2.07	Allocation of Tax Attributes		F-14
	Section 2.08	Section 336(e) Election		F-14
	Section 2.09	Post TRA		F-15
	Section 2.10	Transfer Taxes		F-15

ARTICLE III INDEMNIFICATION				F-15
	Section 3.01	Indemnification by Post		F-15
	Section 3.02	Indemnification by SpinCo		F-15
	Section 3.03	Characterization of and Adjustments to Payments		F-16
	Section 3.04	Timing of Indemnification Payments		F-16
	Section 3.05	Exclusive Remedy		F-16

ARTICLE IV REFUNDS				F-16
	Section 4.01	Refunds.		F-16

ARTICLE V TAX PROCEEDINGS				F-16
	Section 5.01	Notification of Tax Proceedings		F-16
	Section 5.02	Tax Proceeding Procedures.		F-17

ARTICLE VI TAX-FREE STATUS OF THE DISTRIBUTION				F-17
	Section 6.01	Representations, Warranties and Covenants.		F-17
	Section 6.02	Restrictions Relating to the Distribution.		F-18
	Section 6.03	Procedures Regarding Opinions and Rulings.		F-20

ARTICLE VII COOPERATION				F-21
	Section 7.01	General Cooperation		F-21
	Section 7.02	Retention of Records		F-21

ARTICLE VIII MISCELLANEOUS				F-21
	Section 8.01	Governing Law; Jurisdiction; Waiver of Jury Trial.		F-21
	Section 8.02	Dispute Resolution		F-22
	Section 8.03	Tax Sharing Agreements		F-22
	Section 8.04	Interest on Late Payments		F-22
	Section 8.05	Survival of Covenants		F-22
	Section 8.06	No Circumvention		F-23
	Section 8.07	Severability		F-23
	Section 8.08	Entire Agreement		F-23
	Section 8.09	Assignment		F-23
	Section 8.10	Specific Enforcement		F-23
	Section 8.11	Amendment or Supplement		F-23


		Page
Section 8.12	Interpretation		F-23
Section 8.13	Counterparts		F-24
Section 8.14	Coordination with the Employee Matters Agreement		F-24
Section 8.15	Notices		F-24
Section 8.16	Effectiveness		F-25


BELLRING INTERMEDIATE HOLDINGS, INC.

By:
Name:		[●]
Title:		[●]