Post Holdings Announces Consideration for Cash Tender Offer for 5.625% Senior Notes Due 2028

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").

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.

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 [email protected] 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 

[email protected]

(314) 806-3959

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SOURCE Post Holdings, Inc.