ST.
LOUIS, Aug. 8, 2024 /PRNewswire/ -- Post
Holdings, Inc. (NYSE: POST) (the "Company" or "Post") today
announced it intends to commence a private offering to eligible
purchasers, subject to market and other conditions, of $1,200.0 million in aggregate principal amount of
senior notes due 2033 (the "Notes"). The Notes will be unsecured,
senior obligations of the Company and will be guaranteed by the
Company's existing and subsequently acquired or organized domestic
subsidiaries (other than immaterial subsidiaries, certain excluded
subsidiaries and subsidiaries designated as unrestricted
subsidiaries).
The Company intends to use the net proceeds from the Notes
offering for purposes of financing its concurrent cash tender offer
(the "Tender Offer") for up to $475.0
million (subject to increase or decrease) in aggregate
principal amount of its existing 5.625% senior notes due 2028 that
are validly tendered and accepted for purchase in the Tender Offer
and repayment in full of its borrowings under its revolving credit
facility (together, the "other financing transactions") and to pay
the costs, fees and expenses associated with the Notes offering and
the other financing transactions. To the extent there are any
remaining net proceeds, the Company intends to use such proceeds
for general corporate purposes, which could include, among other
things, acquisitions, share repurchases, retirement or repayment of
existing debt, capital expenditures and working capital. The final
terms and amounts of the Notes are subject to market and other
conditions and may be materially different than expectations. The
Notes offering is not conditioned upon the consummation of the
Tender Offer.
The Notes and the related subsidiary guarantees are being
offered to persons reasonably believed to be qualified
institutional buyers in an offering exempt from registration
pursuant to Rule 144A under the Securities Act of 1933, as amended
(the "Securities Act"), and to non-U.S. persons outside of
the United States in compliance
with Regulation S under the Securities Act. The Notes and the
related subsidiary guarantees 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.
This press release is not an offer to sell or a solicitation of
an offer to buy any security, nor shall there be any sales of
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any jurisdiction. This press release is
being issued pursuant to and in accordance with Rule 135c under the
Securities Act. This press release is not a tender offer for any of
the Company's 5.625% senior notes due 2028.
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 anticipated terms of the Notes
being offered, the completion, timing and size of the offering, the
intended use of the net proceeds of the offering and the Tender
Offer. 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 offering or 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
offering as described in this press release and, if the offering is
consummated, cannot provide any assurance regarding the final terms
of the offering or the Notes or its ability to effectively apply
the net proceeds as described above. 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. There can be
no assurance that the proposed offering or the Tender Offer will be
completed as anticipated or at all.
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.