ST.
LOUIS, Aug. 22, 2024 /PRNewswire/ -- Post
Holdings, Inc. (NYSE:POST) (the "Company" or "Post") today
announced the consideration payable, as set forth in the table
below, for the previously announced cash tender offer (the "Tender
Offer") to purchase up to $475.0
million in aggregate principal amount (subject to increase,
the "Maximum Tender Amount") of its 5.625% senior notes due 2028
(the "Notes").
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The consideration of $1,008.84 per
$1,000 principal amount (the "Early
Tender Consideration") for Notes that were validly tendered at or
prior to the Early Tender Time (as defined below) and are accepted
for purchase pursuant to the Tender Offer was determined in the
manner described in the Offer to Purchase, dated August 8, 2024 (as it may be amended or
supplemented, the "Offer to Purchase"), by reference to the fixed
spread for the Notes (the "Fixed Spread") specified in the table
below, plus the yield to maturity based on the bid-side price of
the U.S. Treasury Reference Security specified in the table
below as quoted on the Bloomberg Reference Page specified in the
table below at 10:00 a.m., New York City time,
today, and is inclusive of the early tender premium (the "Early
Tender Premium") set forth in the table below.
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
|
Reference
Yield
|
Bloomberg
Reference
Page
|
Fixed
Spread
|
Early Tender
Consideration
|
Early
Tender
Premium (1)(2)
|
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
|
5.237 %
|
PX 3
|
+50bps
|
$1,008.84
|
$50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Per $1,000 principal
amount.
|
(2)
|
The Early Tender
Consideration for the Notes validly tendered at or prior to the
Early Tender Time (defined below) and accepted for purchase is
calculated using the Fixed Spread and is inclusive of the Early
Tender Premium.
|
Only holders of Notes who validly tendered their Notes at or
prior to 5:00 p.m., New York City time,
on August 21, 2024 (the "Early Tender Time") are eligible
to 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.
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 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.
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.
All other terms and conditions of the previously announced
Tender Offer, including without limitation the withdrawal deadline
of August 21, 2024, remain unchanged and are as set forth in
the Offer to Purchase.
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.