Post Holdings Announces Confidential Submission of Draft Registration Statement for Proposed Initial Public Offering of its P...
March 28 2018 - 05:00PM
Post Holdings, Inc. (NYSE:POST), a consumer packaged goods holding
company, today announced that one of its subsidiaries has
confidentially submitted a draft registration statement on Form S-1
to the Securities and Exchange Commission (the “SEC”) related to
its proposed initial public offering for its private brands
business. The number of shares of stock and the price range for the
proposed offering have not yet been determined. The proposed
offering is subject to, among other things, completion of the SEC
review process and market conditions.
On January 11, 2018, Post announced its plan to
combine its private brands businesses, which produce nut butter,
healthy snacks and pasta, and explore a range of strategic
alternatives for the combined private brands business. Post is
continuing to evaluate strategic alternatives for the combined
private brands business, including an initial public offering, a
placement of private equity, a sale of the business or a strategic
combination. The announcement and confidential submission of a
draft registration statement on Form S-1 does not indicate Post’s
selection of a strategic alternative for its private brands
business.
There can be no assurance that the confidential
submission of a draft registration statement on Form S-1 or Post’s
exploration of strategic alternatives will result in any
transaction or other action by Post. Post has not set a timetable
for its exploration process and Post does not intend to comment on
or provide updates regarding these matters unless and until it
determines that further disclosure is appropriate or required based
on the then-current facts and circumstances. This press release
does not constitute an offer to sell or the solicitation of an
offer to buy any security and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offering,
solicitation or sale would be unlawful.
Forward Looking Statements
Certain matters discussed in this press release are
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements include, among others, statements regarding the
exploration of strategic alternatives for Post’s private brands
business. These forward-looking statements are based on the current
expectations and assumptions of Post and are subject to uncertainty
and changes in circumstances. 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, and
include all statements regarding future events or developments.
There is no assurance that any strategic alternatives for Post’s
private brands business will be consummated and there are a number
of risks and uncertainties that could cause actual results to
differ materially from the forward-looking statements made herein.
These risks and uncertainties include the following:
- Post’s high leverage, Post’s ability to obtain additional
financing (including both secured and unsecured debt) and Post’s
ability to service its outstanding debt (including covenants that
restrict the operation of its business);
- Post’s ability to continue to compete in its product markets
and Post’s ability to retain its market position;
- Post’s ability to anticipate and respond to changes in consumer
preferences and trends and introduce new products;
- Post’s ability to identify, complete and integrate acquisitions
and manage its growth;
- significant volatility in the costs of certain raw materials,
commodities, packaging or energy used to manufacture Post’s
products;
- Post’s ability to successfully implement business strategies to
reduce costs;
- allegations that Post’s products cause injury or illness,
product recalls and product liability claims and other
litigation;
- legal and regulatory factors, including advertising and
labeling laws, changes in food safety and laws and regulations
governing animal feeding and housing operations;
- the loss or bankruptcy of a significant customer;
- consolidations in the retail grocery and foodservice
industries;
- Post’s ability to promptly and effectively integrate the Bob
Evans business, including the risk of Post’s or Bob Evans’s
respective business experiencing disruptions from ongoing business
operations which may make it more difficult than expected to
maintain relationships with employees, business partners or
governmental entities, and Post’s ability to obtain expected cost
savings and synergies of the acquisition within the expected
timeframe;
- losses incurred in any appraisal proceedings brought in
connection with Post’s acquisition of Bob Evans by Bob Evans
stockholders who demanded appraisal of their shares;
- costs associated with Bob Evans’s sale and separation of its
restaurant business on April 28, 2017 (the “Bob Evans Restaurants
Transaction”), which occurred prior to Post’s acquisition of Bob
Evans, including costs that may arise under Bob Evans’s capacity as
guarantor of payment and performance conditions for certain leases,
as well as costs associated with a transition services agreement
established as part of the Bob Evans Restaurants Transaction;
- Post’s ability to promptly and effectively integrate the
Weetabix business and obtain expected cost savings and synergies of
the acquisition within the expected timeframe;
- the possibility that Post may not be able to create value in
its private brands business through strategic alternatives;
- the potential for disruption to Post or the private brands
business resulting from the exploration of strategic alternatives
for the private brands business;
- the possibility that Post may not be able to consummate any
proposals for strategic alternatives for its private brands
business that may result from its exploration due to, among other
things, market, regulatory or other factors;
- the ability of Post’s private brand products to compete with
nationally branded products;
- disruptions or inefficiencies in supply chain, which may result
from Post’s reliance on third party manufacturers for certain of
its products;
- the ultimate impact litigation may have on Post;
- Post’s ability to successfully operate its international
operations in compliance with applicable laws and regulations;
- changes in economic conditions, disruptions in the U.S. and
global capital and credit markets and fluctuations in foreign
currency exchange rates;
- the impact of the United Kingdom’s exit from the European Union
(commonly known as “Brexit”) on Post and its operations;
- impairment in the carrying value of goodwill or other
intangibles;
- changes in estimates in critical accounting judgments and
changes to or new laws and regulations affecting Post’s business,
including U.S. tax reform;
- changes in weather conditions, natural disasters, disease
outbreaks and other events beyond Post’s control;
- loss of key employees, labor strikes, work stoppages or
unionization efforts;
- losses or increased funding and expenses related to Post’s
qualified pension and other postretirement plans;
- costs, business disruptions and reputational damage associated
with information technology failures and/or information security
breaches;
- Post’s ability to protect its intellectual property and other
assets;
- significant differences in Post’s actual operating results from
Post’s guidance regarding its future performance;
- Post’s ability to satisfy the requirements of Section 404 of
the Sarbanes-Oxley Act of 2002, including with respect to acquired
businesses; and
- other risks and uncertainties described in Post’s filings with
the Securities and Exchange Commission.
These forward-looking statements represent Post’s
judgment as of the date of this release. Post 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 operating in
the center-of-the-store, foodservice, food ingredient,
refrigerated, active nutrition and private brand food categories.
Through its Post Consumer Brands business, Post is a leader in the
North American ready-to-eat cereal category offering a broad
portfolio including recognized brands such as Honey Bunches of
Oats®, Pebbles™, Great Grains® and Malt-O-Meal® bag cereal. Post
also is a leader in the United Kingdom ready-to-eat cereal category
with the iconic Weetabix® brand. Through Michael Foods, Post
supplies innovative, value-added egg and refrigerated potato
products to the foodservice and food ingredient channels. Through
its refrigerated retail business, Post is a leader in the
refrigerated side dish category and offers potato, egg, sausage and
cheese products through the Bob Evans®, All Whites®, Better’n
Eggs®, Simply Potatoes® and Crystal Farms® brands. Post’s Active
Nutrition platform aids consumers in adopting healthier lifestyles
through brands such as Premier Protein®, PowerBar® and Dymatize®.
Post’s Private Brands business manufactures private brand nut
butters, healthy snacks and pasta. For more information, visit
www.postholdings.com.
Contact:Investor RelationsBrad
Harperbrad.harper@postholdings.com(314) 644-7626
Media RelationsLisa
Hanlylisa.hanly@postholdings.com(314) 665-3180
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