Ralcorp: expects Post separation in early February

St. Louis / MO. (pfh) Post Holdings Inc., the company that will become public from the planned spin-off of at least 80 percent of its common stock by Ralcorp Holdings Inc., announced the pricing of its offering of 775 million USD aggregate principal amount of 7,375 percent senior notes due 2022 at par. The offering is expected to close on February 03, 2012 subject to completion of the distribution, which is subject to certain conditions, as previously announced.

The notes are being offered for sale by certain selling security-holders to qualified institutional buyers in an offering exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended and to persons outside the United States in compliance with Regulation S under the Securities Act. The notes are expected to be initially issued to Ralcorp and subsequently exchanged by Ralcorp for outstanding indebtedness of Ralcorp held by the selling securityholders. Post will not receive any cash proceeds from the sale of the notes by the selling securityholders.

The notes 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.