St. Louis / MO. (pfh) Post Holdings Inc., a consumer packaged goods holding company, announced an underwritten offering of all of its 4,597,339 shares of common stock of BellRing Brands Inc. The offering shares, currently owned by Post, were sold by J.P. Morgan Securities LLC in connection with the entry by the Company into an Exchange Agreement, dated November 21, 2022, with the funding incremental term loan lender. Under the Exchange Agreement, the Company will transfer all of its shares of common stock of BellRing to the funding incremental term loan lender to repay and retire a portion of the principal amount of the Company’s USD 130.0 million incremental term loan (which was borrowed on November 18, 2022), excluding any accrued interest and the remaining principal amount of the incremental term loan, all of which will be paid with cash from the Company’s balance sheet. Immediately after giving effect to the Debt-for-Equity Exchange, Post will no longer own any shares of BellRing’s common stock.
The offering is being made pursuant to a registration statement filed by BellRing with the U.S. Securities and Exchange Commission. BellRing is not selling any shares of common stock of BellRing and will not receive any proceeds from the sale of the offering shares in the offering. The offering is expected to close on November 25, 2022, subject to customary closing conditions.
J.P. Morgan Securities LLC is acting as lead book-runner and representative of the underwriters for the offering. Barclays Capital Inc., Morgan Stanley + Co. LLC, Citigroup Global Markets Inc. and Goldman Sachs + Co. LLC are acting as additional book-runners for the offering.