Post Holdings Inc. filed SEC Form 8-K: Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
$POST
Packaged Foods
Consumer Staples
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 25, 2024
(Exact name of registrant as specified in its charter)
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Item 7.01. Regulation FD Disclosure.
On September 25, 2024, Post Holdings, Inc. (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1 and the text of which is incorporated herein by reference, affirming its fiscal year 2024 financial outlook that it provided on August 1, 2024.
The information contained in this Item 7.01 and in Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
On September 25, 2024, the Company announced that it intends to commence a private offering to eligible purchasers, subject to market and other conditions, of $500.0 million in aggregate principal amount of senior notes due 2034 (the “Notes”). The Company also announced that it intends to use the net proceeds from the Notes offering to pay the costs, fees and expenses associated with the Notes offering, to redeem, on or after December 1, 2024, all of the Company’s outstanding 5.625% senior notes due 2028, including payment of any premiums, fees, costs and expenses associated therewith and, to the extent there are any remaining net 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.
A copy of the press release issued in connection therewith is attached hereto as Exhibit 99.2 and incorporated herein by reference.
This Current Report on Form 8-K 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 such jurisdiction.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | ||||
| 99.1 | |||||
| 99.2 | |||||
| 104 | Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document) | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 25, 2024 | Post Holdings, Inc. | |||||||
(Registrant) | ||||||||
By: | /s/ Diedre J. Gray | |||||||
Name: | Diedre J. Gray | |||||||
Title: | EVP, General Counsel & Chief Administrative Officer, Secretary | |||||||
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