0001530950false00015309502024-08-082024-08-08

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): August 8, 2024
postholdingslogoa27.jpg
Post Holdings, Inc.
(Exact name of registrant as specified in its charter)
Missouri001-3530545-3355106
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
2503 S. Hanley Road
St. Louis, Missouri 63144
(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:
☐    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:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per sharePOSTNew York Stock Exchange
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 7.01.    Regulation FD Disclosure.
Post Holdings, Inc. (the “Company”) is disclosing under Item 7.01 of this Current Report on Form 8-K the information contained in Exhibit 99.1, which information is incorporated by reference herein. The information contained in Exhibit 99.1 is excerpted from a preliminary offering memorandum that is being disseminated in connection with the Company’s private offering of senior notes described below.
The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 8.01.    Other Events.
On August 8, 2024, the Company announced that it has commenced a cash tender offer (the “Tender Offer”) for up to $475.0 million (subject to increase or decrease) in aggregate principal amount of its 5.625% senior notes due 2028. The Tender Offer is being made on the terms and subject to the conditions, including a financing condition, set forth in an offer to purchase, dated August 8, 2024 (as it may be amended or supplemented, the “Offer to Purchase”). The Tender Offer will expire at 5:00 p.m., New York City time, on September 6, 2024, unless extended or earlier terminated as described in the Offer to Purchase, with an early participation deadline of 5:00 p.m., New York City time, on August 21, 2024, unless extended or earlier terminated.
The Company also announced that it intends to commence a private offering to eligible purchasers, subject to market and other conditions, of $1,200.0 million in aggregate principal amount of senior notes due 2033 (the “Notes”). The Company also announced that it intends to use the net proceeds from the Notes offering to finance the Tender Offer and the repayment of borrowings under its revolving credit facility (together, the “other financing transactions”) and to pay the costs, fees and expenses associated with the Notes offering and the other financing transactions and, to the extent there are any remaining net proceeds, for general corporate purposes, which could include, among other things, acquisitions, share repurchases, retirement or repayment of existing debt, capital expenditures and working capital.
Copies of the press releases issued in connection with the Tender Offer and the Notes offering are attached hereto as Exhibit 99.2 and Exhibit 99.3, respectively, and incorporated herein by reference.
This Current Report on Form 8-K 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 such jurisdiction.
Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
99.1
99.2
99.3
104Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document)

2

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: August 8, 2024
Post Holdings, Inc.
(Registrant)
By:
/s/ Diedre J. Gray
Name:
Diedre J. Gray
Title:
EVP, General Counsel & Chief
Administrative Officer, Secretary


3

Exhibit 99.1
Excerpts from Preliminary Offering Memorandum dated August 8, 2024
Summary historical financial information
The following tables set forth certain of our summary historical condensed consolidated financial data for each of the fiscal years in the three-year period ended September 30, 2023 and for the nine months ended June 30, 2024 and 2023. The summary historical financial data set forth below should be read in conjunction with: (i) the sections entitled “Use of Proceeds” and “Capitalization,” each of which are contained elsewhere in this offering memorandum, (ii) our audited consolidated financial statements and the notes thereto and our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for the fiscal year ended September 30, 2023 contained in our Annual Report on Form 10-K, as filed with the SEC on November 17, 2023 and incorporated by reference in this offering memorandum, and (iii) our unaudited condensed consolidated financial statements and the notes thereto and our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 2023, March 31, 2024 and June 30, 2024 filed with the SEC on February 2, 2024, May 3, 2024 and August 2, 2024, respectively.
The summary historical condensed consolidated financial data for each of the fiscal years in the three-year period ended September 30, 2023 have been derived from our audited consolidated financial statements. The summary unaudited historical condensed consolidated financial data for the nine months ended June 30, 2024 and 2023 have been derived from our unaudited condensed consolidated financial statements, and include, in the opinion of management, all adjustments, consisting of normal, recurring adjustments, necessary for a fair statement of such information. The financial data presented for the interim periods is not necessarily indicative of the results for the full fiscal year. The summary unaudited historical consolidated financial data for the twelve months ended June 30, 2024 were calculated by subtracting our summary historical consolidated financial information for the nine months ended June 30, 2023 from our summary historical consolidated financial information for the fiscal year ended September 30, 2023, and then adding our summary historical consolidated financial information for the nine months ended June 30, 2024.



Year ended September 30,
Nine months ended June 30,
Twelve months
ended
June 30,



2023
20242024

2021
2022
2023
(unaudited)
(unaudited)
(unaudited)

(In millions)
Statements of Operations Data:
Net sales
$4,980.7 $5,851.2 $6,991.0 $5,045.6 $5,912.6 $7,858.0 
Cost of goods sold
3,552.6 4,383.7 5,109.3 3,715.3 4,183.1 5,577.1 
Gross profit
1,428.1 1,467.5 1,881.7 1,330.3 1,729.5 2,280.9 
Selling, general and administrative
expenses
807.0 904.7 1,078.4 768.9 988.7 1,298.2 
Amortization of intangible assets
143.2 146.0 160.7 115.4 138.5 183.8 
Impairment of goodwill(1)
— — 42.2 — — 42.2 
 Other operating (income) expense, net
(9.8)1.2 1.5 0.1 (0.3)1.1 
 Operating profit
487.7 415.6 598.9 445.9 602.6 755.6 
 Interest expense, net
332.6 317.8 279.1 202.4 236.9 313.6 
 Loss (gain) on extinguishment of debt, net
93.2 (72.6)(40.5)(21.2)(4.6)(23.9)
 (Income) expense on swaps, net
(122.8)(268.0)(39.9)(20.4)4.7 (14.8)
 Gain on investment in BellRing
— (437.1)(5.1)(5.1)— — 
 Other (income) expense, net
(29.3)(19.8)(7.6)(27.8)(8.6)11.6 
 Earnings before income taxes and equity method loss
214.0 895.3 412.9 318.0 374.2 469.1 
Income tax expense
58.2 85.7 99.7 70.4 88.8 118.1 
Equity method loss, net of tax
43.9 67.1 0.3 0.2 0.1 0.2 
Net earnings from continuing operations, including noncontrolling interests
111.9 742.5 312.9 247.4 285.3 350.8 
Less: Net earnings attributable to noncontrolling interests from continuing operations
7.0 7.5 11.6 11.8 0.2 — 
Net earnings from continuing operations
104.9 735.0 301.3 235.6 285.1 350.8 
Net earnings from discontinued operations, net of tax and noncontrolling interest
61.8 21.6 — — — — 
Net earnings
$166.7 $756.6 $301.3 $235.6 $285.1 $350.8 


Year ended September 30,
Nine months
ended
June 30,
Twelve months
ended
June 30,
2023
2024
2024
202120222023(unaudited)(unaudited)(unaudited)
(In millions)
Statements of Cash Flow Data:
Depreciation and amortization
$366.5$380.2$407.1$293.3$352.7$466.5
Cash provided by (used in):
Operating activities—continuing
operations
362.1384.2750.3480.5696.3966.1
Investing activities – continuing
operations
(792.0)(220.2)(669.3)(567.9)(538.3)(639.7)
Financing activities – continuing
operations
(46.6)(237.2)(555.7)(279.7)66.7(209.3)
Net cash provided by (used in)
discontinued operations		103.6(151.9)————
Other Financial Data:
Cash paid for business acquisitions, net of
cash acquired(2)
$290.3$24.8$715.2$715.2$248.1$248.1
Capital expenditures
190.9255.3303.0201.9290.3391.4
EBITDA(3)
862.21,518.71,087.2801.7963.51,249.0
Adjusted EBITDA(4)
889.4963.51,233.4884.41,054.91,403.9
Acquisition adjusted EBITDA(5)
1,412.7
Net debt (as adjusted), as of the last day of the period(6)
6,112.3
Ratio of net debt (as adjusted) to acquisition adjusted EBITDA(7)
4.3
September 30,
June 30,
2024
20222023(unaudited)
(In millions)
Balance Sheet Data:
Cash and cash equivalents$586.5 $93.3 $333.8 
Working capital, excluding cash and cash equivalents, current investments held in trust, restricted cash and current portion of long-term debt
463.8 557.1 556.4 
Total assets
11,308.0 11,646.7 12,128.5 
Debt, including current portion(8)
5,957.7 6,040.1 6,399.0 
Other liabilities
266.9 276.7 271.8 
Total shareholders’ equity
$3,265.7 $3,851.3 $3,955.8 
(1) For information about the impairment of goodwill, see “Critical Accounting Estimates” and Notes 2 and 8 of “Notes to Consolidated Financial Statements” in our audited consolidated financial statements for the fiscal year ended September 30, 2023 contained in our Annual Report on Form 10-K filed with the SEC on November 17, 2023 and incorporated by reference in this offering memorandum.
(2) We completed the Pet Food acquisition in April 2023 and the Perfection acquisition in December 2023. The amounts included in cash paid for business acquisitions, net of cash acquired, reflect the cash consideration paid less any cash acquired in the transactions and include $715.2 million for the year ended September 30, 2023 related to the Pet Food acquisition and $233.9 million for the nine months ended June 30, 2024 related to the Perfection acquisition.
(3) As used herein, EBITDA represents net earnings from continuing operations plus interest expense, net, income tax expense, depreciation and amortization. We present EBITDA because we consider it an important supplemental measure of our operating performance and believe it is commonly reported and frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. In addition, management understands that investors, analysts and rating agencies consider EBITDA useful in measuring the ability of issuers of “high yield” securities to meet debt service obligations. Our management believes EBITDA is an appropriate supplemental measure of debt service capacity because cash expenditures on interest are, by definition, available to pay interest, and income taxes are inversely correlated to interest expense. Depreciation and amortization are non-cash charges.


The indenture that will govern the notes and the indentures governing our other senior notes and the credit agreement use EBITDA (with additional adjustments similar to those discussed below regarding our calculation of “Adjusted EBITDA”) to measure our compliance with covenants such as interest coverage and debt incurrence. Our management also believes EBITDA is an accepted indicator of our ability to incur and service debt and make capital expenditures. We believe that EBITDA is a useful financial metric to assess our operating performance from period to period by excluding certain items that we believe are not representative of our core business.
EBITDA has limitations as an analytical tool and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:
•    it does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
•    it does not reflect changes in, or cash requirements for, our working capital needs;
•    it does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;
•    although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and such measures do not reflect any cash requirements for such replacements;
•    it does not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations, as discussed under “Adjusted EBITDA” below; and
•    other companies in our industry may calculate EBITDA differently than we do, limiting its usefulness as a comparative benchmark measure.
Because of these limitations, EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. You should compensate for these limitations by relying primarily on our GAAP results and using EBITDA only supplementally.
The following table reconciles net earnings from continuing operations to EBITDA for the periods indicated:

Year ended September 30,
Nine months
ended
June 30,
Twelve months
ended
June 30,
202120222023
2023
2024
2024
(In millions)
Net earnings from continuing operations
$104.9 $735.0 $301.3 $235.6 $285.1 $350.8 
Income tax expense
58.2 85.7 99.7 70.4 88.8 118.1 
Interest expense, net
332.6 317.8 279.1 202.4 236.9 313.6 
Depreciation and amortization
366.5 380.2 407.1 293.3 352.7 466.5 
EBITDA
$862.2 $1,518.7 $1,087.2 $801.7 $963.5 $1,249.0 

(4) We present Adjusted EBITDA as a further supplemental measure of our operating performance and ability to service debt. We prepare Adjusted EBITDA by adjusting EBITDA to eliminate the impact of a number of items that are non-cash items, unusual items which we do not expect to recur or continue at the same level or other items which we do not believe to be reflective of our ongoing operating performance. You are encouraged to evaluate each adjustment and the reasons we consider them appropriate for supplemental analysis. As an analytical tool, Adjusted EBITDA is subject to all of the limitations applicable to EBITDA, including the fact that we may calculate Adjusted EBITDA differently than other companies in our industry. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only supplementally. In addition, in evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses similar to the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.


The following table reconciles EBITDA to Adjusted EBITDA for the periods indicated:

Year ended September 30,
Nine months
ended
June 30,
Twelve months
ended
June 30,
202120222023
2023
2024
2024
(In millions)
EBITDA$862.2 $1,518.7 $1,087.2 $801.7 $963.5 $1,249.0 
Gain on investment in BellRing
— (437.1)(5.1)(5.1)— — 
(Income) expense on swaps, net(a)
(122.8)(268.0)(39.9)(20.4)4.7 (14.8)
Loss (gain) on extinguishment of debt, net(b)
93.2 (72.6)(40.5)(21.2)(4.6)(23.9)
Impairment of goodwill(c)
— — 42.2 — — 42.2 
Non-cash stock-based compensation(d)
48.7 65.8 77.2 57.2 60.9 80.9 
Equity method investment adjustments(e)
44.1 67.1 0.4 0.3 0.3 0.4 
Mark-to-market adjustments on commodity and foreign
exchange hedges and warrant liabilities(f)
(54.2)14.0 31.6 31.6 (1.2)(1.2)
Mark-to-market adjustments and impairments on equity securities and investments(g)
(9.6)1.4 15.9 (7.3)(1.2)22.0 
Integration costs(h)
4.1 11.1 30.4 19.5 26.5 37.4 
Transaction costs(i)
5.8 32.1 15.6 14.5 1.2 2.3 
Provision for legal settlements(j)
15.0 13.8 2.0 2.0 0.8 0.8 
Restructuring and facility closure costs, excluding accelerated depreciation(k)
0.4 11.1 6.9 2.3 8.6 13.2 
Inventory revaluation adjustment on acquired businesses(l)
3.4 0.6 12.7 12.6 1.0 1.1 
Gain on dissolution of PHPC(m)
— — (10.5)(10.5)— — 
Gain on bargain purchase(n)
(11.4)— — — (5.8)(5.8)
Gain on assets held for sale(o)
(0.5)(9.4)— — — — 
Loss on sale of business(p)
— 6.3 — — 0.8 0.8 
Asset disposal costs(q)
6.0 6.1 — — — — 
Costs expected to be indemnified, net(r)
— (1.6)(4.2)(4.2)— — 
Purchase price adjustment on acquisition(s)
— (1.2)— — — — 
Advisory income(t)
(0.6)(0.6)(0.6)(0.4)(0.4)(0.6)
Adjustment to TRA liability(u)
0.4 — — — — — 
Noncontrolling interest adjustment(v)
5.2 5.9 12.1 11.8 (0.2)0.1 
Adjusted EBITDA
$889.4 $963.5 $1,233.4 $884.4 $1,054.9 $1,403.9 
(a) Represents mark-to-market adjustments and cash settlements on our interest rate swaps.
(b) Represents gains and losses recorded on extinguishment of debt, inclusive of payments for premiums and tender fees, the write-off of debt issuance and deferred financing costs and the write-off of net unamortized debt premiums, net of gains realized on debt repurchased at a discount.
(c) For information about the impairment of goodwill, see “Critical Accounting Estimates” and Notes 2 and 8 of “Notes to Consolidated Financial Statements” in our audited consolidated financial statements for the fiscal year ended September 30, 2023 contained in our Annual Report on Form 10-K filed with the SEC on November 17, 2023 and incorporated by reference in this offering memorandum.
(d) Represents non-cash expenses related to stock-based compensation.
(e) Represents adjustments for the 8th Avenue equity method investment loss and our portion of interest expense, net, income tax expense/ benefit and depreciation and amortization for our unconsolidated Weetabix investment accounted for using the equity method.
(f) Represents non-cash expenses for mark-to-market adjustments on economic hedges for commodities and foreign exchange contracts and warrant liabilities.
(g) Represents non-cash expenses for mark-to-market adjustments and impairments on equity securities and investments.
(h) Represents costs incurred to integrate acquired or to-be-acquired businesses.
(i) Represents expenses related to professional service fees and other related costs associated with signed and closed business combinations and business divestitures.


(j) Represents gains and losses recorded to recognize a receivable or liability associated with an anticipated resolution of certain ongoing litigation of the Company.
(k) Represents certain restructuring and facility closure-related expenses, excluding accelerated depreciation.
(l) Represents the profit impact of inventory basis step-up related to business combinations.
(m) Represents the gains recorded upon the dissolution of PHPC primarily related to the write-off of costs recorded in connection with its initial public offering.
(n) Represents gains recorded related to acquisitions in which the fair value of the identifiable net assets acquired exceeded the purchase price.
(o) Represents non-cash adjustments of the carrying value of fixed assets and businesses classified as held for sale to fair value.
(p) Represents losses recorded on the Company’s divestiture of the Willamette Egg Farms business.
(q) Represents costs recorded in connection with the disposal of certain assets that were never put into use.
(r) Represents costs incurred and expected to be indemnified in connection with damaged assets and gains related to indemnification proceeds received above the carrying value of damaged assets.
(s) Represents adjustments to the purchase price of an acquisition occurring beyond one year of the acquisition date.
(t) Represents advisory income from 8th Avenue.
(u) Represents adjustments to BellRing’s tax receivable agreement (which we refer to as the “TRA”) liability with Post.
(v) Represents adjustments for net earnings, interest expense, net, income tax expense and depreciation and amortization for consolidated investments which are attributable to the noncontrolling owners of the consolidated investments.
(5) “Acquisition Adjusted EBITDA” represents a further supplemental measure of our operating performance and ability to service debt. We prepare Acquisition Adjusted EBITDA by further adjusting Adjusted EBITDA to give effect to the Perfection acquisition, which was completed effective December 1, 2023, as if the Perfection acquisition had occurred on July 1, 2023. Our results for the twelve month period ended June 30, 2024 include seven months of financial results attributable to Perfection. Acquisition Adjusted EBITDA for the twelve month period ended June 30, 2024 includes management’s estimate of the pre-acquisition Perfection Adjusted EBITDA for the period July 1, 2023 through November 30, 2023.
Management’s estimate of the pre-acquisition Adjusted EBITDA of Perfection, and the other financial data presented in this offering memorandum for such acquisition, are based on the financial statements that were prepared by Perfection's prior management team and do not include any contributions from synergies or cost savings that our management expects to achieve in the future. Acquisition Adjusted EBITDA of Perfection is based on reasonable assumptions and information management believes to be reliable and accurate and represents management’s good faith estimates that are made on the basis of such assumptions and information. These financial statements and the reconciliation below have not been audited or reviewed, examined, compiled or subject to agreed-upon procedures by our independent registered public accounting firm. Investors should be aware that Adjusted EBITDA for Perfection may not be entirely comparable to our measure of Adjusted EBITDA. Acquisition Adjusted EBITDA has not been prepared in accordance with the requirements of Article 11 of Regulation S-X or any other securities laws relating to the presentation of pro forma financial information. Acquisition Adjusted EBITDA and the related ratios are presented for informational purposes only and do not purport to represent what our actual financial position or results of operations would have been if the acquisition had been completed as of an earlier date or that may be achieved in the future.
The following table reconciles Adjusted EBITDA to Acquisition Adjusted EBITDA for the periods indicated:

Twelve months
ended
June 30, 2024
(In millions)
Adjusted EBITDA$1,403.9 
Perfection Adjusted EBITDA(a)8.8 
Acquisition Adjusted EBITDA$1,412.7 

(a) Adjustment gives effect to the Perfection acquisition, which was completed effective December 1, 2023, as if the Perfection acquisition had occurred on July 1, 2023, by including management’s estimate of the pre-acquisition Adjusted EBITDA of Perfection for the period July 1, 2023 through November 30, 2023. This estimate does not include any contributions from synergies or cost savings management expects to achieve in the future. The following is a reconciliation of earnings before income taxes to Adjusted EBITDA for Perfection:



July 1, 2023
through
November 30, 2023
(In millions)
Earnings before income taxes$4.7 
Depreciation and amortization2.7 
Interest expense, net1.4 
Perfection Adjusted EBITDA$8.8 
(6) We present Net Debt (as adjusted) as a further supplemental measure of financial position. Net Debt (as adjusted) is defined as (a) the aggregate principal amount of our indebtedness outstanding of $6,845.1 million less (b) cash and cash equivalents of $731.6 million, in each case after giving effect to the issuance of the notes offered hereby and the other financing transactions, as if each of the foregoing transactions had occurred on June 30, 2024, and less (c) the current portion of our municipal debt of $1.2 million and, in the case of cash and cash equivalents, after giving effect to the payment of accrued and unpaid interest and estimated costs, fees and expenses with respect to such transactions.
(7) We present Ratio of Net Debt (as adjusted) to Acquisition Adjusted EBITDA as a further supplemental measure of financial position. Ratio of Net Debt (as adjusted) to Acquisition Adjusted EBITDA represents the ratio of our Net Debt (as adjusted) as of June 30, 2024 (calculated as described above in note (6)) to our Acquisition Adjusted EBITDA for the twelve month period ended June 30, 2024 (calculated as described above in note (5)).
(8) Includes unamortized debt issuance costs and unamortized debt premiums, net of unamortized debt discounts of $11.6 million at September 30, 2022, $9.5 million at September 30, 2023 and $21.1 million at June 30, 2024.


Exhibit 99.2
image_0a.jpg
Post Holdings Announces Cash Tender Offer for 5.625% Senior Notes Due 2028
ST. LOUIS, August 8, 2024 - Post Holdings, Inc. (NYSE:POST) (the “Company” or “Post”) today announced it has commenced a cash tender offer (the “Tender Offer”) to purchase up to $475.0 million in aggregate principal amount (subject to increase, the “Maximum Tender Amount”) of its 5.625% senior notes due 2028 (the “Notes”).
Offer to Purchase up to $475.0 million in Aggregate Principal Amount of the Notes Listed Below:
Title of SecurityCUSIP Nos.ISINsPrincipal Amount OutstandingMaximum Tender AmountU.S. Treasury Reference SecurityBloomberg Reference Page
Fixed Spread(1)
Early Tender Premium(2)(3)
5.625% Senior Notes due 2028
737446AN4
U7318UAN2
US737446AN44
USU7318UAN29
$939,920,000$475.0 million4.500% Treasury due November 30, 2024PX 3+50bps$50
(1)In no event will the Early Tender Consideration (defined below) payable in respect of the principal amount of Notes tendered pursuant to the Tender Offer exceed $1,018.75 for each $1,000 principal amount of Notes so tendered.
(2)Per $1,000 principal amount.
(3)The Early Tender Consideration for the Notes validly tendered at or prior to the Early Tender Time (defined below) and accepted for purchase is calculated using the Fixed Spread (defined below) and is inclusive of the Early Tender Premium (defined below).
Tender Offer Details
The Tender Offer is being made on the terms and subject to the conditions, including a financing condition, set forth in the Offer to Purchase, dated August 8, 2024 (as it may be amended or supplemented, the “Offer to Purchase”), which sets forth a more detailed description of the Tender Offer. Holders of the Notes are urged to read carefully the Offer to Purchase before making any decision with respect to the Tender Offer.
Subject to the Maximum Tender Amount, proration (if applicable) and the satisfaction or waiver of the conditions to the Tender Offer, including that the Company has received proceeds from a senior notes offering sufficient, determined in the Company’s sole discretion, to fund the purchase of the Notes (the “Financing Condition”), the Company will accept for purchase on the Early Settlement Date or the Final Settlement Date (each defined below), as applicable, Notes validly tendered in the Tender Offer.
The Tender Offer will expire at 5:00 p.m., New York City time, on September 6, 2024, or any other date and time to which the Company extends the Tender Offer (such date and time, as it may be extended, the “Expiration Time”), unless earlier terminated.
To be eligible to receive the Early Tender Consideration, which includes an early tender premium of $50 per $1,000 principal amount of Notes (the “Early Tender Premium”), holders of Notes must validly tender their Notes at or prior to 5:00 p.m., New York City time, on August 21, 2024, unless extended or the Tender Offer is earlier terminated by the Company (such date and time, as it may be extended, the “Early Tender Time”).
Holders of Notes that validly tender their Notes after the Early Tender Time, but at or prior to the Expiration Time, will only be eligible to receive the Late Tender Consideration (defined below).
1


Priority of Acceptance and Proration
Notes validly tendered at or prior to the Early Tender Time will be accepted for purchase in priority to other Notes validly tendered after the Early Tender Time. Accordingly, if the Maximum Tender Amount is reached as a result of tenders of Notes made at or prior to the Early Tender Time, Notes tendered after the Early Tender Time will not be accepted for purchase (unless the Maximum Tender Amount is increased by the Company, in its sole discretion, subject to applicable law). If the aggregate principal amount of Notes validly tendered exceeds the Maximum Tender Amount on the applicable settlement date, the amount of Notes purchased in the Tender Offer will be prorated as set forth in the Offer to Purchase.
Consideration and Accrued Interest
The consideration (the “Early Tender Consideration”) offered per $1,000 principal amount of Notes validly tendered at or prior to the Early Tender Time, and accepted for purchase pursuant to the Tender Offer, will be determined in the manner described in the Offer to Purchase by reference to the fixed spread for the Notes (the “Fixed Spread”) specified in the table above, plus the yield to maturity based on the bid-side price of the U.S. Treasury Reference Security specified in the table above as quoted on the Bloomberg Reference Page specified in the table above at 10:00 a.m., New York City time, on August 22, 2024, unless extended or the Tender Offer is earlier terminated by the Company.
The Early Tender Time is the last date and time for holders to tender their Notes in order to be eligible to receive the Early Tender Consideration. Holders of any Notes that are validly tendered after the Early Tender Time, but at or prior to the Expiration Time, and that are accepted for purchase, will receive an amount equal to the Early Tender Consideration minus the Early Tender Premium (the “Late Tender Consideration”).
In addition to the Early Tender Consideration or the Late Tender Consideration, as applicable, holders whose Notes are purchased in the Tender Offer will receive accrued and unpaid interest from the last interest payment date up to, but not including, the applicable settlement date.
Settlement
Except as set forth in the paragraph below, payment for the Notes that are validly tendered at or prior to the Expiration Time, and that are accepted for purchase, will be made on the date referred to as the “Final Settlement Date.” The Company anticipates that the Final Settlement Date will be September 10, 2024, the second business day after the Expiration Time, subject to all conditions to the Tender Offer, including the Financing Condition, having been satisfied or waived by the Company.
The Company reserves the right, in its sole discretion, to pay for Notes that are validly tendered at or prior to the Early Tender Time, and that are accepted for purchase, on a date following the Early Tender Time and prior to the Expiration Time (the “Early Settlement Date”). The Company anticipates that the Early Settlement Date will be August 23, 2024, the second business day after the Early Tender Time, subject to all conditions to the Tender Offer, including the Financing Condition, having been satisfied or waived by the Company.
Withdrawal Conditions
Notes tendered pursuant to the Tender Offer may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on August 21, 2024, unless extended or the Tender Offer is earlier terminated by the Company (such date and time, as it may be extended, the “Withdrawal Deadline”), but not thereafter.
After the Withdrawal Deadline, holders may not withdraw their tendered Notes unless the Company amends the Tender Offer in a manner that is materially adverse to the tendering holders, in which case withdrawal rights may be extended to the extent required by law, or as the Company otherwise determines is appropriate to allow tendering holders a reasonable opportunity to respond to such amendment. Additionally, the Company, in its sole discretion, may extend the Withdrawal Deadline for any purpose. Notes withdrawn prior to the Withdrawal Deadline may be tendered again at or prior to the Expiration Time, in accordance with the procedures set forth in the Offer to Purchase.
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If a holder holds their Notes through a custodian bank, broker, dealer or other nominee, such nominee may have an earlier deadline or deadlines for receiving instructions to participate or withdraw tendered Notes in the Tender Offer.
The Company’s obligation to accept for purchase and to pay for the Notes validly tendered in the Tender Offer is subject to the satisfaction or waiver of a number of conditions described in the Offer to Purchase, including the Financing Condition. The Tender Offer may be terminated or withdrawn, subject to applicable law. The Company reserves the right, subject to applicable law, to (i) waive any and all conditions to the Tender Offer, (ii) extend or terminate the Tender Offer or (iii) otherwise amend the Tender Offer in any respect (including increasing or decreasing the Maximum Tender Amount).
Dealer Manager and Depositary and Information Agent
The Company has appointed Barclays Capital Inc. as dealer manager (the “Dealer Manager”) for the Tender Offer. The Company has retained D.F. King & Co., Inc. as the depositary and information agent for the Tender Offer. For additional information regarding the terms of the Tender Offer, please contact: Barclays Capital Inc. at (800) 438-3242 (toll-free) or (212) 528-7581 (collect). Requests for documents and questions regarding the tendering of securities may be directed to D.F. King & Co., Inc. by telephone at (212) 269-5550 (for banks and brokers only) or (877) 732-3613 (toll-free) or by email at post@dfking.com or to the Dealer Manager at its telephone numbers.
None of the Company, the Dealer Manager, the depositary and information agent or the trustee for the Notes makes any recommendation as to whether holders of the Notes should tender any Notes in response to the Tender Offer. Holders of the Notes must make their own decision as to whether to tender any of their Notes and, if so, the principal amount of Notes to tender. This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. The Tender Offer is being made solely by means of the Offer to Purchase. In those jurisdictions where the securities, blue sky or other laws require any tender offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of the Company by the Dealer Manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction.
From time to time after completion of the Tender Offer, the Company or its affiliates may purchase additional Notes in the open market, in privately negotiated transactions, through tender or exchange offers or other methods, or the Company may redeem Notes pursuant to their terms. Any future purchases may be on the same terms or on terms that are more or less favorable to holders of the Notes than the terms of the Tender Offer.
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, including statements regarding the Tender Offer and the Offer to Purchase. 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,” “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 Tender Offer 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. The Company may not consummate the Tender Offer as described in this press release and there can be no assurance that the Tender Offer will be completed as anticipated or at all. 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.
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.
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Contact:
Investor Relations
Daniel O’Rourke
daniel.orourke@postholdings.com
(314) 806-3959
4


Exhibit 99.3
image_0a.jpg
Post Holdings Announces Commencement of Senior Notes Offering
ST. LOUIS, August 8, 2024 - Post Holdings, Inc. (NYSE:POST) (the “Company” or “Post”) today announced it intends to commence a private offering to eligible purchasers, subject to market and other conditions, of $1,200.0 million in aggregate principal amount of senior notes due 2033 (the “Notes”). The Notes will be unsecured, senior 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 for purposes of financing its concurrent cash tender offer (the “Tender Offer”) for up to $475.0 million (subject to increase or decrease) in aggregate principal amount of its existing 5.625% senior notes due 2028 that are validly tendered and accepted for purchase in the Tender Offer and repayment in full of its borrowings under its revolving credit facility (together, the “other financing transactions”) and to pay the costs, fees and expenses associated with the Notes offering and the other financing transactions. 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, acquisitions, share repurchases, retirement or repayment of existing debt, capital expenditures and working capital. The final terms and amounts of the Notes are subject to market and other conditions and may be materially different than expectations. The Notes offering is not conditioned upon the consummation of the Tender Offer.
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 tender offer for any of the Company’s 5.625% senior notes due 2028.
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, including statements regarding the anticipated terms of the Notes being offered, the completion, timing and size of the offering, the intended use of the net proceeds of the offering and the Tender Offer. 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,” “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 offering or the Tender Offer 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. The Company may not consummate the offering as described in this press release and, if the offering is consummated, cannot provide any assurance regarding the final terms of the offering or the Notes or its ability to effectively apply the net proceeds as
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described above. 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 proposed offering or the Tender Offer 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
Daniel O’Rourke
daniel.orourke@postholdings.com
(314) 806-3959


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v3.24.2.u1
Cover Page Document
Aug. 08, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 08, 2024
Entity Registrant Name Post Holdings, Inc.
Entity Incorporation, State or Country Code MO
Entity File Number 001-35305
Entity Tax Identification Number 45-3355106
Entity Address, Address Line One 2503 S. Hanley Road
Entity Address, City or Town St. Louis
Entity Address, State or Province MO
Entity Address, Postal Zip Code 63144
City Area Code 314
Local Phone Number 644-7600
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 par value per share
Trading Symbol POST
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001530950
Document Fiscal Year Focus
Document Fiscal Period Focus
Amendment Flag false
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