Item 8.01. Other Events.
On May 21, 2014, Post Holdings, Inc. (the "Company") announced the pricing of
its previously announced underwritten offering of common stock at $47.70 per
share. In addition, the size of the common stock offering was increased from
4,500,000 shares to 5,500,000 shares. The Company also granted the underwriters
a 30-day option to purchase up to an additional 825,000 shares of common stock
at the public offering price less the underwriting discount.
The Company also announced on May 21, 2014 the pricing of its previously
announced underwritten offering of 2,000,000 5.25% tangible equity units (the
"Units"), each with a stated value of $100.00. In addition, the size of the
Units offering was increased from 2,000,000 Units to 2,500,000 Units. In
addition, the Company also granted the underwriters for the Units offering an
option to purchase within 13 days beginning on, and including, the date of the
initial issuance of the Units, up to an additional 375,000 Units.
The common stock offering and the Units offering are expected to close on May
28, 2014, subject to customary closing conditions. The offerings are being
conducted as separate offerings. None of the offerings is contingent upon any
other offerings. The Company intends to use the net proceeds from the proposed
offerings, together with cash on hand and approximately $625 million of new term
loan borrowings (a decrease from its previous estimate of approximately $735
million), to fund the previously announced acquisition of MFI Holding
Corporation and to pay related fees and expenses. The final terms of the debt
components of the acquisition financing will be subject to market and other
conditions, and may be materially different than current expectations.
The common stock and Units offerings are not contingent on the consummation of
the acquisition of Michael Foods, and in the event the acquisition does not
close, all of the proceeds of the offerings would be used for general corporate
purposes, which could include, among other things, financing the previously
announced PowerBar and Musashi acquisition and financing additional acquisition
opportunities, working capital and capital expenditures. Separately, the Company
also intends to borrow approximately $260 million of additional new term loan
borrowings (in addition to the approximately $625 million described above) and
to use the net proceeds of such additional borrowings for general corporate
purposes, including the purposes described in the preceding sentence. In total,
the Company would have approximately $885 million of term loan borrowings after
the completion of the Michael Foods acquisition.
A copy of the press release issued in connection with the pricing of the
offerings is attached hereto as Exhibit 99.1 and is incorporated herein by
reference. A copy of the pricing term sheet for the common stock and Unit
offerings is attached hereto as Exhibit 99.2 and is incorporated herein by