Post Holdings, Inc. has announced a cash tender offer to purchase up to $475.0 million in aggregate principal amount of its 5.625% senior notes due 2028. The issuer is conducting a tender offer for its 5.625% Senior Notes due 2028, with a principal amount outstanding of $939,920,000. The maximum tender amount for this offer is set at $475.0 million.

The offer references a 4.500% U.S. Treasury security due November 30, 2024, with a fixed spread of +50 basis points over this Treasury security. The Bloomberg reference page for this offer is PX 3. Additionally, an early tender premium of $50 is being offered to incentivize early participation. Tender Offer Details The Tender Offer is being made on the terms and subject to the conditions, including a financing condition, set in the Offer to Purchase, dated August 8, 2024, which sets 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, 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 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, 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, 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. 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. 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. 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 in the Offer to Purchase. Consideration and Accrued Interest The 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 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. 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 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 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, 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 in the Offer to Purchase. 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.