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.

Exhibit No.          Description

99.1                   Press Release dated     November     22    ,     2022
104                  Cover Page Interactive Data File (the cover page iXBRL tags are embedded
                     within the Inline XBRL document)



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