BellRing Brands, Inc. (NYSE: BRBR) (“BellRing”) yesterday announced
the pricing of its underwritten offering of shares of its common
stock currently owned by Post Holdings, Inc. (“Post”), BellRing’s
former parent company, at a public offering price of $23.50 per
share. The offering was upsized from 10,808,473 shares to
14,800,000 shares of BellRing’s common stock. Post expects to
exchange such shares of our common stock for certain indebtedness
of Post held by J.P. Morgan Securities LLC, Barclays Bank PLC,
Citicorp North America, Inc., Goldman Sachs Lending Partners LLC
and Morgan Stanley & Co. LLC (collectively, the “term loan
lenders”) prior to the closing of the offering. The term loan
lenders or their designees (collectively, the “selling
stockholders”) then expect to sell such shares of common stock to
the underwriters in the offering. BellRing is not selling any
shares of its common stock and will not receive any proceeds from
the sale of the shares in the offering. The offering is expected to
close on August 11, 2022, subject to customary closing conditions.
Following the completion of the offering, Post will
own 4,597,339 shares of common stock of BellRing.
As part of and subject to the completion of the offering,
BellRing intends to concurrently repurchase from the underwriters
800,000 shares out of the aggregate 14,800,000 shares of its common
stock that are the subject of the offering. The price per share to
be paid by BellRing will equal the price at which the underwriters
will purchase the shares of BellRing’s common stock from the
selling stockholders in the offering.
J.P. Morgan Securities LLC, Barclays Capital Inc., Morgan
Stanley & Co. LLC, Citigroup Global Markets Inc. and Goldman
Sachs & Co. LLC are acting as joint lead book-runners and
representatives of the underwriters for the offering.
A registration statement relating to these securities has been
filed with the U.S. Securities and Exchange Commission (the
“Commission”) and has become effective. This press release shall
not constitute an offer to sell or the solicitation of an offer to
buy, nor shall there be any sale of these securities in any state
or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
The offering is being made only by means of a prospectus
supplement and an accompanying prospectus. A copy of the
preliminary prospectus supplement and accompanying prospectus
related to the offering may be obtained from: J.P. Morgan
Securities LLC, c/o Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewood, NY 11717, by telephone at (866) 803-9204
or by e-mail at prospectus-eq_fi@jpmchase.com; Barclays Capital
Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717, by telephone at (888) 603-5847 or by e-mail at
barclaysprospectus@broadridge.com; Morgan Stanley & Co. LLC,
Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New
York, NY 10014, by telephone at (866) 718-1649, Citigroup Global
Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, New York 11717, by telephone at (800) 831-9146 or
Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200
West Street, New York, NY 10282, by telephone at (866) 471-2526 or
by e-mail at prospectus-ny@ny.email.gs.com. You may also obtain a
copy of the preliminary prospectus supplement and accompanying
prospectus, without charge, by visiting the Commission’s website at
http://www.sec.gov.
Cautionary Statement on Forward-Looking
Language
Forward-looking statements, within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, are made in this press
release. All statements other than statements of historical fact
included in this press release are forward-looking statements.
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” or “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 repurchases, the
rapidly changing situation related to the COVID-19 pandemic and
other financial, operational and legal risks and uncertainties
detailed from time to time in BellRing’s cautionary statements
contained in its filings with the Commission. All forward-looking
statements speak only as of the date of this press release.
BellRing undertakes no obligations to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise other than as required under the federal
securities laws.
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.
Contact:Investor RelationsDaniel
O’RourkeDaniel.orourke@bellringbrands.com(314) 806-3959
BellRing Brands (NYSE:BRBR)
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