Post Holdings and BellRing Brands Announce Completion of the Spin-Off of 80.1% of Post’s Interest in BellRing
March 10 2022 - 4:15PM
Post Holdings, Inc. (NYSE:POST) (“Post”) and BellRing Brands, Inc.
(NYSE:BRBR) (“New BellRing”) today announced the completion of the
spin-off of 80.1% of Post’s interest in New BellRing to Post
shareholders.
Under the previously disclosed terms of the
transaction, Post distributed an aggregate of 78,076,841 shares of
common stock of New BellRing (which was previously named “BellRing
Distribution, LLC” and was renamed “BellRing Brands, Inc.” upon
conversion into a Delaware corporation) after market close at 4:01
p.m. Eastern Time on March 10, 2022 (the “distribution date”) on a
pro rata basis to Post shareholders (the “distribution”). Based on
the shares of Post common stock outstanding as of February 25,
2022, the record date for the distribution, Post shareholders
received 1.267788 shares of New BellRing common stock in the
distribution for each share of Post common stock held. No
fractional shares of New BellRing were issued in the distribution,
and instead, Post shareholders will receive cash in lieu of any
fractional shares of New BellRing common stock. The spin-off was
structured in a manner intended to qualify as a tax-free
distribution to Post shareholders for U.S. federal income tax
purposes, except to the extent of any cash received in lieu of
fractional shares of New BellRing common stock.
Upon completion of the distribution, a
subsidiary of New BellRing merged (the “merger”) with and into
BellRing Intermediate Holdings, Inc. (which was previously named
“BellRing Brands, Inc.”) (“Old BellRing”) and each outstanding
share of Old BellRing Class A common stock was converted into one
share of New BellRing common stock and $2.97 in cash, which amount
was determined in accordance with the agreement that governed the
transaction. New BellRing common stock will be traded under the
ticker symbol “BRBR”.
As a result of certain contributions made in
connection with the transaction, Post received incremental value in
an amount that, based on the percentage of the outstanding BellRing
Brands, LLC nonvoting membership units owned by Post prior to the
distribution, was $289.5 million.
Following the distribution and the merger, Post
owns 14.2% of the New BellRing common stock and Post shareholders
own 57.3% of the New BellRing common stock. The holders of Old
BellRing Class A common stock prior to the merger maintained their
28.5% effective ownership interest in the BellRing business. In
addition, as a result of the completion of the transaction,
including the contribution by Post of the sole outstanding share of
Old BellRing Class B common stock (which represented 67% of the
total voting power of the outstanding Old BellRing common stock),
the dual class voting structure in the BellRing business has been
eliminated.
Two-Way Trading for Post Common Stock on
the NYSE
Beginning on February 24, 2022, and continuing
through the close of trading on March 10, 2022, there were two
markets in Post common stock on the New York Stock Exchange (the
“NYSE”): a “regular way” market and an “ex-distribution” market.
During this period of two-way trading in Post common stock, a Post
shareholder could sell the right to his or her shares of New
BellRing common stock that he or she would receive pursuant to the
distribution in a “when issued” market. Starting tomorrow, March
11, 2022, the “when issued” market will be discontinued. In all
cases, investors are encouraged to consult with their financial
advisors regarding the specific implications of any sales of Post
common stock through the close of trading today.
Forward-Looking Statements
Certain matters discussed in this press release
are forward-looking statements. These forward-looking statements
are made based on known events and circumstances at the time of
release, and as such, are subject to uncertainty and changes in
circumstances. These forward-looking statements include statements
regarding the intended tax treatment of the distribution to Post
shareholders. There are a number of risks, uncertainties and
assumptions that could cause actual results to differ materially
from the forward-looking statements made herein, including risks
relating to unanticipated developments that negatively impact the
New BellRing common stock, the ongoing conflict in Ukraine, the
rapidly changing situation related to the COVID-19 pandemic and
other financial, operational and legal risks and uncertainties
described in Post’s and BellRing’s filings with the Securities and
Exchange Commission (the “SEC”). These forward-looking statements
represent Post’s and BellRing’s judgment as of the date of this
release. Post and BellRing disclaim, 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, refrigerated, foodservice and food
ingredient food categories. Its businesses include Post Consumer
Brands, Weetabix, Michael Foods and Bob Evans Farms. Post Consumer
Brands is a leader in the North American ready-to-eat cereal
category and also markets Peter Pan® nut butters. Weetabix is home
to the United Kingdom’s number one selling ready-to-eat cereal
brand, Weetabix®. Michael Foods and Bob Evans Farms are leaders in
refrigerated foods, delivering innovative, value-added egg and
refrigerated potato side dish products to the foodservice and
retail channels. Post participates in the global convenient
nutrition category through its minority ownership of BellRing
Brands, Inc., a publicly-traded holding company offering
ready-to-drink shake and powder protein products. Post participates
in the private brand food category through its investment with
third parties in 8th Avenue Food & Provisions, Inc., a leading,
private brand centric, consumer products holding company. For more
information, visit www.postholdings.com.
About BellRing Brands, Inc.
BellRing Brands, Inc. is a rapidly growing
leader in the global convenient nutrition category offering
ready-to-drink shake and powder protein products. Its primary
brands, Premier Protein® and Dymatize®, appeal to a broad range of
consumers and are distributed across a diverse network of channels
including club, food, drug, mass, eCommerce, specialty and
convenience. BellRing’s commitment to consumers is to strive to
make highly effective products that deliver best-in-class
nutritionals and superior taste. For more information, visit
www.bellring.com.
Contact:Investor
RelationsJennifer Meyerjennifer.meyer@postholdings.com (314)
644-7665
Media RelationsLisa
Hanlylisa.hanly@postholdings.com (314) 665-3180
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