Post Holdings Announces Commencement of Senior Secured Notes Offering
February 05 2024 - 7:30AM
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 $875.0
million in aggregate principal amount of senior secured notes due
2032 (the “Notes”). The Notes will be secured obligations of the
Company and will be guaranteed on a senior secured basis by each of
the Company’s existing and subsequently acquired or organized
wholly-owned domestic subsidiaries that guarantee the Company’s
credit agreement or certain of its other indebtedness; however,
immaterial subsidiaries, receivables finance subsidiaries and
subsidiaries the Company designates as unrestricted subsidiaries
will not be required to guarantee the Notes.
The Company intends to use the net proceeds from the Notes
offering, together with cash on hand, for purposes of repaying in
full its outstanding $400.0 million incremental term loan under its
credit agreement, which the Company borrowed in April 2023,
redeeming its existing 5.75% senior notes due 2027 and paying the
premiums, costs, fees and expenses associated with the offering,
the term loan repayment and the notes redemption. 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, retirement or repayment of existing debt,
acquisitions, share repurchases, 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 offering is not conditioned upon the consummation
of the redemption of the Company’s 5.75% senior notes due 2027,
which is expected to occur on March 1, 2024.
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 notice of redemption
with respect to the 5.75% senior notes due 2027.
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 and
the intended use of the net proceeds of the offering. 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 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 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
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 RelationsDaniel
O’Rourkedaniel.orourke@postholdings.com (314) 806-3959
Post (NYSE:POST)
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