Post Holdings, Inc 8-K, filed Feb 24, 2021
Post Holdings, Inc. (POST)
8-K
2021-02-24
For: 2021-02-24
View Original
Added on
April 09, 2026
About this 8-K
Post Holdings, Inc filed this 8-K on February 24, 2021.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 24, 2021
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||
| (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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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.
Pricing of Senior Notes Offering
On February 24, 2021, Post Holdings, Inc. (the “Company”) announced the pricing of its previously announced senior notes offering. The Company priced $1,800.0 million in aggregate principal amount of 4.50% senior notes due 2031 at par (the “Notes”). The Notes offering is expected to close on March 10, 2021, subject to customary closing conditions.
The Notes will be unsecured unsubordinated obligations of the Company and will be guaranteed by the Company’s existing and subsequently acquired or organized domestic subsidiaries (other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries designated as unrestricted subsidiaries). The Company intends to use the net proceeds from the Notes offering to finance the redemption (the “5.00% Notes Redemption”) of its 5.00% Senior Notes due 2026 (the “5.00% Notes”), as discussed in more detail below, and to pay the costs, fees and expenses associated with the Notes offering and the 5.00% Notes Redemption. To the extent there are any remaining net proceeds, the Company intends to use such proceeds for general corporate purposes, which could include, among other things, financing acquisitions, share repurchases, retiring existing debt, working capital and capital expenditures.
The Notes and the related subsidiary guarantees were offered to persons reasonably believed to be qualified institutional buyers in an offering exempt from registration 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.
Redemption of 5.00% Senior Notes due 2026
Also on February 24, 2021, the Company announced that it provided conditional notice that it has elected to redeem the outstanding 5.00% Notes, which have an aggregate outstanding principal amount of $1,697.3 million, in accordance with the terms of the Indenture, dated as of August 3, 2016, by and among the Company, each of the guarantors party thereto and Wells Fargo Bank, National Association, Trustee, as supplemented by the First Supplemental Indenture, dated as of March 28, 2017, the Second Supplemental Indenture, dated as of January 30, 2018, the Third Supplemental Indenture, dated as of July 5, 2018, the Fourth Supplemental Indenture, dated as of February 8, 2019, and the Fifth Supplemental Indenture, dated as of February 19, 2021 (collectively, the “5.00% Notes Indenture”). The 5.00% Notes will be redeemed at the redemption price specified in the 5.00% Notes Indenture as 100% of the principal amount of the 5.00% Notes, plus the applicable premium described in the 5.00% Notes Indenture and accrued and unpaid interest to, but not including, the redemption date (the “Redemption Amount”).
The 5.00% Notes Redemption is subject to the satisfaction or waiver, in its discretion, of the condition that the Company receive proceeds from the Notes offering on terms satisfactory to it, in its sole discretion, generating net proceeds in an amount that is sufficient to effect the 5.00% Notes Redemption at the Redemption Amount and the payment of any costs, fees and expenses incurred in connection with the Notes offering and the 5.00% Notes Redemption. Subject to the conditions of the 5.00% Notes Redemption, the redemption date is expected to be March 11, 2021.
A copy of the press release issued in connection with the pricing of the Notes offering and the 5.00% Notes Redemption 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 | |||||
| 104 | Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document) | ||||
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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: February 24, 2021 | Post Holdings, Inc. | |||||||
(Registrant) | ||||||||
By: | /s/ Diedre J. Gray | |||||||
Name: | Diedre J. Gray | |||||||
Title: | EVP, General Counsel & Chief Administrative Officer, Secretary | |||||||
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Exhibit 99.1
Post Holdings Announces Pricing of Senior Notes Offering and Redemption of 5.00% Senior Notes due August 2026
ST. LOUIS, February 24, 2021 - Post Holdings, Inc. (NYSE:POST) (the “Company” or “Post”) today announced the pricing of its previously announced senior notes offering. The Company priced $1,800.0 million in aggregate principal amount of 4.50% senior notes due 2031 at par (the “Notes”). The Notes offering is expected to close on March 10, 2021, subject to customary closing conditions. The Notes will be unsecured unsubordinated obligations of the Company and will be guaranteed by the Company’s existing and subsequently acquired or organized domestic subsidiaries (other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries designated as unrestricted subsidiaries).
The Company also announced that it intends to redeem 100%, or $1,697.3 million aggregate principal amount, of its outstanding 5.00% senior notes due August 2026 (CUSIP 737446AKO and U7318UAJ1) (the “5.00% Notes”) on March 11, 2021 (the “redemption date”). The 5.00% Notes will be redeemed at a redemption price of 100% of the principal amount of the 5.00% Notes, plus a “make-whole” premium specified in the indenture for the 5.00% Notes and accrued and unpaid interest to, but not including, the redemption date. Beginning on the redemption date, the 5.00% Notes will no longer be deemed outstanding and interest will no longer accrue on such securities. Wells Fargo Bank, National Association, is the trustee for the 5.00% Notes.
The Company intends to use the net proceeds from the offering to finance the redemption of the 5.00% Notes and to pay the costs, fees and expenses associated with the offering and the redemption. To the extent there are any remaining net proceeds, the Company intends to use such proceeds for general corporate purposes, which could include, among other things, financing acquisitions, share repurchases, retiring existing debt, working capital and capital expenditures. The offering is not conditioned upon the consummation of the redemption of the 5.00% Notes.
The Company’s redemption of the 5.00% Notes is subject to the satisfaction or waiver, in its discretion, of the condition that it receive proceeds from the offering of the Notes on terms satisfactory to the Company, in its sole discretion, generating net proceeds in an amount that is sufficient to effect the redemption of the 5.00% Notes and the payment of the costs, fees and expenses incurred in connection with the offering and the redemption.
The Notes and the related subsidiary guarantees are being offered to persons reasonably believed to be qualified institutional buyers in an offering exempt from registration 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. The Notes and the related subsidiary guarantees have not been registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
This press release is not an offer to sell or a solicitation of an offer to buy any security, nor shall there be any sales 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 jurisdiction. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act. This press release is not a notice of redemption with respect to the 5.00% Notes.
Cautionary Statement on Forward-Looking Language
Forward-looking statements, within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, are made throughout this press release. These forward-looking statements are sometimes
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identified from the use of forward-looking words such as “believe,” “should,” “could,” “potential,” “continue,” “expect,” “project,” “estimate,” “predict,” “anticipate,” “aim,” “intend,” “plan,” “forecast,” “target,” “is likely,” “will,” “can,” “may” “would” or the negative of these terms or similar expressions elsewhere in this release. All forward-looking statements are subject to a number of important factors, risks, uncertainties and assumptions that could cause actual results to differ materially from those described in any forward-looking statements. These factors and risks include, but are not limited to, unanticipated developments that prevent, delay or negatively impact the offering and the redemption, the rapidly changing situation related to the COVID-19 pandemic and other financial, operational and legal risks and uncertainties detailed from time to time in the Company’s cautionary statements contained in its filings with the Securities and Exchange Commission. These forward-looking statements represent the Company’s judgment as of the date of this press release. The Company disclaims, however, any intent or obligation to update these forward-looking statements. There can be no assurance that the offering and the redemption will be completed as anticipated or at all.
About Post Holdings, Inc.
Post Holdings, Inc., headquartered in St. Louis, Missouri, is a consumer packaged goods holding company operating in the center-of-the-store, refrigerated, foodservice, food ingredient and convenient nutrition food categories.
Contact:
Investor Relations
Jennifer Meyer
jennifer.meyer@postholdings.com
(314) 644-7665
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