Item 1.01. Entry into a Material Definitive Agreement.
On February 8, 2019, Post Holdings, Inc. (the "Company" or "Post"), its
guarantor subsidiaries and Wells Fargo Bank, National Association, as trustee
(the "Trustee"), entered into a Fourth Supplemental Indenture (the "Supplemental
Indenture") to the Indenture, dated as of August 3, 2016 (the "Indenture") by
and among the Company, the guarantors party thereto and the Trustee, pursuant to
the Company's previously announced consent solicitation (the "Consent
Solicitation") with respect to the Company's 5.00% Senior Notes due 2026 (the
The Supplemental Indenture (i) adds an exception to the "Restricted Payments"
covenant contained in Section 4.07 of the Indenture and (ii) revises the
"Permitted Investments" definition in the Indenture to add an additional
category of "Permitted Investments" under the Indenture.
Section 4.07 of the Indenture generally restricts the Company and its Restricted
Subsidiaries (as defined in the Indenture) from making certain payments or
investments and taking certain actions as specified in Section 4.07 and which
are defined in the Indenture as "Restricted Payments." Section 4.07 also
provides for a number of exceptions to these restrictions. The Supplemental
Indenture amends the "Restricted Payments" covenant contained in Section 4.07 of
the Indenture to permit an additional category of Restricted Payments in an
aggregate amount in any fiscal year not to exceed an amount equal to 4.0% of the
Company's Market Capitalization (as defined in the Supplemental Indenture).
Investments (as defined in the Indenture) that are Permitted Investments may be
made by the Company and its Restricted Subsidiaries without such Investments
being Restricted Payments. The Supplemental Indenture amends the definition of
"Permitted Investments" in the Indenture to permit an additional Investment
basket that allows Investments in any Unrestricted Subsidiary (as defined in the
Indenture) or joint venture of the Company or of any of its Restricted
Subsidiaries having an aggregate fair market value not to exceed (a) the greater
of (i) $370.0 million and (ii) 4.0% of Consolidated Total Assets (as defined in
the Indenture) plus (b) 100% of the aggregate cash dividends and distributions
received by the Company or any Restricted Subsidiary from any such Investments
if the Company elects to include such dividends or distributions in this basket.
The foregoing description of the Supplemental Indenture is qualified in its
entirety by reference to the full text of the Supplemental Indenture filed as
Exhibit 4.1 hereto and incorporated by reference herein.
Item 8.01. Other Events.
On February 12, 2019, the Company issued a press release announcing the
successful completion of the Consent Solicitation regarding the Supplemental
Indenture, described in Item 1.01 above. The press release is attached as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
4.1 Fourth Supplemental Indenture (2026 Notes), dated February 8,
2019, by and among Post Holdings, Inc., the Guarantors (as defined
therein) and Wells Fargo Bank, National Association, as trustee
99.1 Press Release dated February 12, 2019
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