ST.
LOUIS, Aug. 22, 2024 /PRNewswire/ -- Post
Holdings, Inc. (NYSE: POST) (the "Company" or "Post") today
announced the early tender results of the previously announced cash
tender offer (the "Tender Offer") to purchase up to $475.0 million in aggregate principal amount (the
"Maximum Tender Amount") of its 5.625% senior notes due 2028 (the
"Notes").
Early Tender Results
As of 5:00 p.m., New York City time, on August 21, 2024 (such time and date, the "Early
Tender Time"), according to information provided by D.F. King &
Co., Inc., the depository and information agent for the Tender
Offer, the aggregate principal amount of the Notes set forth in the
table below under "Principal Amount Tendered as of August 21, 2024" had been validly tendered in the
Tender Offer. Withdrawal rights for the Notes expired at
5:00 p.m., New York City Time, on
August 21, 2024.
Title of
Security
|
CUSIP
Nos.
|
ISINs
|
Principal
Amount
Outstanding
|
Maximum
Tender
Amount
|
Principal
Amount
Tendered as
of August
21, 2024
|
U.S.
Treasury
Reference
Security
|
Bloomberg
Reference
Page
|
Fixed
Spread (1)
|
Early
Tender
Premium
(2)(3)
|
5.625%
Senior
Notes due
2028
|
737446AN4
U7318UAN2
|
US737446AN44
USU7318UAN29
|
$939,920,000
|
$475.0
million
|
$760,866,000
|
4.500%
Treasury due
November
30, 2024
|
PX 3
|
+50bps
|
$50
|
|
|
(1)
|
In no event will the
Early Tender Consideration (defined below) payable in respect of
the principal amount of Notes tendered pursuant to the Tender Offer
exceed $1,018.75 for each $1,000 principal amount of Notes so
tendered.
|
(2)
|
Per $1,000 principal
amount.
|
(3)
|
The Early Tender
Consideration for the Notes validly tendered at or prior to the
Early Tender Time and accepted for purchase is calculated using the
Fixed Spread (defined below) and is inclusive of an early tender
premium of $50 per $1,000 principal amount of Notes.
|
|
|
Priority of Acceptance and Proration
Since the principal amount of Notes tendered as of the Early
Tender Time exceeds the Maximum Tender Amount, the Notes validly
tendered at or prior to the Early Tender Time will be subject to
proration as described in the section "The Terms of the Tender
Offer—Maximum Tender Amount; Priority of Acceptance; Proration" of
the Offer to Purchase, dated August 8,
2024 (as it may be amended or supplemented, the "Offer to
Purchase"), using a proration rate of approximately 62.47%. The
Company does not anticipate accepting for purchase any Notes
validly tendered after the Early Tender Time.
Consideration and Accrued Interest
The consideration (the "Early Tender 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 (the "Fixed Spread") 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 (the "Price
Determination Time"), unless extended or the Tender Offer is
earlier terminated by the Company.
Only holders of Notes who validly tendered their Notes at or
prior to the Early Tender Time, and whose Notes have been accepted
for purchase, will receive the Early Tender Consideration.
In addition to the Early Tender Consideration, 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
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 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 (such
earlier date, the "Early Settlement Date"). 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 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, having been
satisfied or waived by the Company.
Dealer Manager and Depositary and Information Agent
The Company has appointed Barclays Capital Inc. as dealer
manager (the "Dealer Manager") for the Tender Offer. The Company
has retained D.F. King & Co., Inc. as the depositary and
information agent for the Tender Offer. For additional information
regarding the terms of the Tender Offer, please contact: Barclays
Capital Inc. at (800) 438-3242 (toll-free) or (212) 528-7581
(collect). Requests for documents and questions regarding the
tendering of securities may be directed to D.F. King & Co.,
Inc. by telephone at (212) 269-5550 (for banks and brokers only) or
(877) 732-3613 (toll-free) or by email at post@dfking.com or
to the Dealer Manager at its telephone numbers.
This press release shall not constitute, or form part of, an
offer to sell, a solicitation to buy or an offer to purchase or
sell any securities. The Tender Offer is being made only pursuant
to the Offer to Purchase and only in such jurisdictions as is
permitted under applicable law.
From time to time after completion of the Tender Offer, the
Company or its affiliates may purchase additional Notes in the open
market, in privately negotiated transactions, through tender or
exchange offers or other methods, or the Company may redeem Notes
pursuant to their terms. Any future purchases may be on the same
terms or on terms that are more or less favorable to holders of the
Notes than the terms of the Tender Offer.
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 Tender Offer and the Offer to
Purchase. 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 Tender Offer 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 Tender Offer as described in this
press release and there can be no assurance that the Tender Offer
will be completed as anticipated or at all. 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.
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 Relations
Daniel O'Rourke
daniel.orourke@postholdings.com
(314) 806-3959
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SOURCE Post Holdings, Inc.