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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