Post launches up to $450 million tender offer for two series of notes

By Marisa Wong

Los Angeles, June 27 – Post Holdings, Inc. announced it has begun a cash tender offer to purchase up to $450 million in aggregate cash consideration (excluding accrued interest) of its $1.65 billion outstanding 4 5/8% senior notes due April 2030 (Cusips: 737446AQ7, U7318UAQ5, U7318UAS1) and $1,741,123,000 outstanding 4½% senior notes due September 2031 (Cusips: 737446AR5, U7318UAT9).

The total consideration payable will be determined based on a modified Dutch auction procedure, according to a Monday press release.

Holders electing to participate may specify the minimum applicable total consideration they would be willing to receive in exchange for each $1,000 principal amount of notes they choose to tender in the offer. The bid price that holders specify for each $1,000 principal amount must be within between the minimum bid price and maximum bid price for the applicable series and must be in increments of $2.50.

For each $1,000 principal amount of 2030 notes, the minimum bid price is $810 and the maximum bid price is $880. For each $1,000 of 2031 notes, the minimum bid price is $800 and the maximum bid price is $870.

The total consideration for each $1,000 principal amount of notes tendered and accepted for purchase will be equal to the sum of (1) the applicable base price for the series, which is also equal to the minimum bid price and (2) the clearing premium, which will be determined by consideration of the bid premiums of all tendered notes of both series on or prior to the early participation date, in order of lowest to highest bid premiums.

If the aggregate amount of notes tendered at or below the clearing premium would cause the company to accept an amount of notes in excess of the tender cap, then notes tendered at the clearing premium will be subject to proration.

Notes tendered by the early participation deadline at 5 p.m. ET on July 11 will be eligible for an early participation amount of $50 per $1,000 principal amount.

The tender offer will expire at 11:59 p.m. ET on July 25.

The company may choose to settle early tendered notes on an early payment date. Otherwise, final payment is expected to occur on July 26.

Tenders may be withdrawn any time on or prior to 5 p.m. ET on July 11.

The tender offer is subject to a financing condition.

The company said it reserves the right to extend the early participation date, the withdrawal date or the expiration date; increase the tender cap; waive in whole or in part any or all conditions to the tender offer; delay the acceptance for purchase of any notes or delay the purchase of any notes; or otherwise modify or terminate the tender offer. However, the company noted that it does not intend to extend the deadlines unless required by law or otherwise in its discretion.

J.P. Morgan Securities LLC (212 834-4087) is acting as the lead dealer manager for the tender offer. Barclays, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC are co-dealer managers.

D.F. King & Co., Inc. (212 269-5550 for banks and brokers and 866 406-2287 for all others; post@dfking.com) is the information agent and tender agent.

Post Holdings is a St. Louis-based consumer packaged goods holding company.

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