8-K

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): November 18, 2022

Post Holdings, Inc.
(Exact name of registrant as specified in its charter)

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:

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.

Debt-for-Equity Exchange

On November 18, 2022, Post Holdings, Inc. (the “Company”) borrowed $130.0 million pursuant to a Joinder Agreement No. 3 (the “Joinder Agreement”) by and among the Company, certain of the Company’s subsidiaries, as guarantors, J.P. Morgan Securities LLC (“J.P. Morgan”), as lender, Barclays Bank PLC, as administrative agent, and JPMorgan Chase Bank, N.A., as sub-agent to the administrative agent. The Joinder Agreement provided for an incremental term loan under the Company’s Second Amended and Restated Credit Agreement, dated as of March 18, 2020, as previously amended and as amended by the Joinder Agreement.

Pursuant to an exchange agreement dated November 21, 2022 between the Company and J.P. Morgan, the Company agreed to transfer 4,597,339 shares of common stock of BellRing Brands, Inc. (“BellRing”) to J.P. Morgan to repay a portion of the principal amount of the incremental term loan, excluding any accrued and unpaid interest (such exchange, the “Debt-for-Equity Exchange”). The remainder of the principal amount of the incremental term loan and any accrued but unpaid interest on the incremental term loan will be paid by the Company with cash on hand. The Company expects the transfer of its shares of BellRing’s common stock to J.P. Morgan and the repayment of the incremental term loan to close on November 25, 2022, subject to customary closing conditions. After giving effect to the Debt-for-Equity Exchange, the Company will no longer own any shares of BellRing’s common stock.

Offering of BellRing Shares

On November 22, 2022, Post announced an underwritten offering (the “BellRing Offering”) of 4,597,339 shares of the common stock of BellRing, representing shares of BellRing common stock to be exchanged pursuant to the Debt-for-Equity Exchange (the “BellRing Offering Shares”). Such BellRing Offering Shares will be sold by J.P. Morgan to the underwriters in the BellRing Offering. The BellRing Offering is being conducted pursuant to a Registration Statement on Form S-3, filed with the Securities and Exchange Commission on August 8, 2022. BellRing will not receive any proceeds from the BellRing Offering. The BellRing Offering is expected to close on November 25, 2022, subject to customary closing conditions.

A press release announcing the above-described transactions is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

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.

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Document

Exhibit 99.1

Post Holdings to Exit Ownership of BellRing Brands with an Additional Debt-for-Equity Exchange and Offering of BellRing Common Stock by Selling Stockholder

ST. LOUIS, November 22, 2022 - Post Holdings, Inc. (NYSE:POST) (the “Company” or “Post”) today announced an underwritten offering (“the offering”) of all of its 4,597,339 shares of common stock (the “offering shares”) of BellRing Brands, Inc. (“BellRing”). The offering shares, currently owned by Post, were sold by J.P. Morgan Securities LLC (the “funding incremental term loan lender”) in connection with the entry by the Company into an Exchange Agreement, dated November 21, 2022 (the “Exchange Agreement”), with the funding incremental term loan lender. Under the Exchange Agreement, the Company will transfer all of its shares of common stock of BellRing to the funding incremental term loan lender to repay and retire a portion of the principal amount of the Company’s $130.0 million incremental term loan (which was borrowed on November 18, 2022), excluding any accrued interest and the remaining principal amount of the incremental term loan, all of which will be paid with cash from the Company’s balance sheet (such exchange, the “Debt-for-Equity Exchange”). Immediately after giving effect to the Debt-for-Equity Exchange, Post will no longer own any shares of BellRing’s common stock.

The offering is being made pursuant to a registration statement filed by BellRing with the U.S. Securities and Exchange Commission (the “Commission”). BellRing is not selling any shares of common stock of BellRing and will not receive any proceeds from the sale of the offering shares in the offering. The offering is expected to close on November 25, 2022, subject to customary closing conditions.

J.P. Morgan Securities LLC is acting as lead book-runner and representative of the underwriters for the offering. Barclays Capital Inc., Morgan Stanley & Co. LLC, Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC are acting as additional book-runners for the offering.

A registration statement relating to these securities has been filed with the Commission and has become effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The offering is being made only by means of a prospectus supplement and an accompanying prospectus. A copy of the preliminary prospectus supplement and accompanying prospectus related to the offering may be obtained from: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (866) 803-9204 or by e-mail at prospectus-eq_fi@jpmchase.com. You may also obtain a copy of the preliminary prospectus supplement and accompanying prospectus, without charge, by visiting the Commission’s website at http://www.sec.gov.

Cautionary Statement on Forward-Looking Language

Forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, are made throughout this press release. These forward-looking statements are sometimes 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” or “would” or the negative of these terms or similar expressions elsewhere in this press 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 Debt-for-Equity Exchange and the offering 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 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 Debt-for-Equity Exchange or the offering 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 with businesses operating in the center-of-the-store, refrigerated, foodservice and food ingredient categories.

Contact:

Investor Relations

Jennifer Meyer

jennifer.meyer@postholdings.com

(314) 644-7665

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