Introductory Note
This Current Report on Form 8-K is being filed in connection with the completion of the transactions contemplated by that certain transaction agreement and plan of merger, dated as of October 26, 2021 (the “original transaction agreement” and, as amended, restated, supplemented or otherwise modified from time to time, including by that certain amendment no. 1 to the transaction agreement and plan of merger, dated as of February 28, 2022 (“amendment no. 1 to the transaction agreement”), the “transaction agreement”), by and among BellRing Intermediate Holdings, Inc. (formerly known as BellRing Brands, Inc.) (“Old BellRing”), Post Holdings, Inc. (“Post”), BellRing Brands, Inc. (formerly known as BellRing Distribution, LLC) (“New BellRing”), and BellRing Merger Sub Corporation (“Merger Sub”).
On March 9, 2022, pursuant to the transaction agreement, on the terms and subject to the conditions set forth therein, Post contributed its share of Class B common stock of Old BellRing, all of its membership interests of BellRing Brands, LLC (“BellRing LLC”) and $550.4 million in cash to New BellRing in exchange for limited liability company interests of New BellRing and the right to receive $840.0 million in aggregate principal amount of New BellRing’s 7.00% senior notes due 2030 (such contribution, the “separation”). On March 10, 2022, pursuant to the transaction agreement, on the terms and subject to the conditions set forth therein, (i) New BellRing converted into a Delaware corporation and changed its name to “BellRing Brands, Inc.”; (ii) following the separation and such conversion, Post distributed an aggregate of 78,076,841 shares of common stock of New BellRing (“New BellRing common stock”) to Post shareholders in a pro-rata distribution (the “distribution”); and (iii) following the distribution, Merger Sub merged with and into Old BellRing (the “merger”), with Old BellRing as the surviving corporation and becoming a wholly-owned subsidiary of New BellRing.
Following the distribution and the merger, the New BellRing common stock will be traded on the New York Stock Exchange (the “NYSE”) under the ticker symbol “BRBR”.
This Current Report on Form 8-K serves as notice that, upon the filing of a Form 8-K12B, BellRing Brands, Inc. (formerly known as BellRing Distribution, LLC) (CIK No. 0001893724) will be the successor registrant to BellRing Intermediate Holdings, Inc. under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, effective as of March 10, 2022, all future filings with the Securities and Exchange Commission (the “SEC”) will be filed by BellRing Brands, Inc. (formerly known as BellRing Distribution, LLC) under CIK No. 0001772016, which is the CIK number for BellRing Intermediate Holdings, Inc. (formerly known as BellRing Brands, Inc.). All filings made by BellRing Brands, Inc. (formerly known as BellRing Distribution, LLC) on or prior to March 10, 2022 can be found under CIK No. 0001893724, the prior CIK number for BellRing Brands, Inc. (formerly known as BellRing Distribution, LLC), which will no longer by used by BellRing Brands, Inc. (formerly known as BellRing Distribution, LLC).
Item 1.01 |
Entry into a Material Definitive Agreement. |
The information set forth in the Introductory Note and in Item 2.01 is incorporated by reference into this Item 1.01.
In connection with and upon completion of the transactions described in the Introductory Note and Item 2.01, Old BellRing amended and restated several agreements with Post and New BellRing, including (i) an amended and restated master services agreement (the “amended and restated master services agreement”), by and among Post, New BellRing, Old BellRing and BellRing LLC and (ii) an amended and restated employee matters agreement (the “amended and restated employee matters agreement”), by and among Post, New BellRing and Old BellRing. Additionally, Old BellRing entered into a tax matters agreement (the “tax matters agreement”), by and among Post, New BellRing and Old BellRing.
Summaries of the principal terms of each of the amended and restated master services agreement, the tax matters agreement and the terms of the amended and restated employee matters agreement are set forth in Old BellRing’s definitive proxy statement, dated February 3, 2022, which is incorporated by reference herein.
The descriptions of the amended and restated master services agreement, the amended and restated employee matters agreement and the tax matters agreement incorporated by reference herein do not purport to be complete and are qualified in their entirety by reference to the full text of the amended and restated master services agreement, the amended and restated employee matters agreement and the tax matters agreement, which are filed as Exhibits 10.1, 10.2 and 10.3 hereto, respectively, and are incorporated by reference herein.
Item 1.02 |
Termination of a Material Definitive Agreement. |
In connection with the completion of the transactions contemplated by the transaction agreement, on March 10, 2022, all commitments under that certain credit agreement, dated as of October 21, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “BellRing LLC credit agreement”), by and among BellRing LLC, as borrower, and the lenders, lead