Post Holdings Announces Early Tender Results of Cash Tender Offer for 5.625% Senior Notes Due 2028

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ST. LOUIS, Aug. 22, 2024 /PRNewswire/ -- Post Holdings, Inc. (NYSE: POST) (the "Company" or "Post") today announced the early tender results of the previously announced cash tender offer (the "Tender Offer") to purchase up to $475.0 million in aggregate principal amount (the "Maximum Tender Amount") of its 5.625% senior notes due 2028 (the "Notes").

Post Holdings, Inc (PRNewsfoto/Post Holdings, Inc.)

Early Tender Results

As of 5:00 p.m., New York City time, on August 21, 2024 (such time and date, the "Early Tender Time"), according to information provided by D.F. King & Co., Inc., the depository and information agent for the Tender Offer, the aggregate principal amount of the Notes set forth in the table below under "Principal Amount Tendered as of August 21, 2024" had been validly tendered in the Tender Offer. Withdrawal rights for the Notes expired at 5:00 p.m., New York City Time, on August 21, 2024.

Title of Security

CUSIP Nos.

ISINs

Principal
Amount
Outstanding

Maximum
Tender
Amount

Principal
Amount
Tendered as
of August
21, 2024

U.S.
Treasury
Reference
Security

Bloomberg
Reference
Page

Fixed
Spread (1)

Early
Tender
Premium
(2)(3)

5.625%
Senior
Notes due
2028

737446AN4

U7318UAN2

US737446AN44

USU7318UAN29

$939,920,000

$475.0 million

$760,866,000

4.500%
Treasury due
November
30, 2024

PX 3

+50bps

$50



(1)

In no event will the Early Tender Consideration (defined below) payable in respect of the principal amount of Notes tendered pursuant to the Tender Offer exceed $1,018.75 for each $1,000 principal amount of Notes so tendered.

(2)

Per $1,000 principal amount.

(3)

The Early Tender Consideration for the Notes validly tendered at or prior to the Early Tender Time and accepted for purchase is calculated using the Fixed Spread (defined below) and is inclusive of an early tender premium of $50 per $1,000 principal amount of Notes.



Priority of Acceptance and Proration

Since the principal amount of Notes tendered as of the Early Tender Time exceeds the Maximum Tender Amount, the Notes validly tendered at or prior to the Early Tender Time will be subject to proration as described in the section "The Terms of the Tender Offer—Maximum Tender Amount; Priority of Acceptance; Proration" of the Offer to Purchase, dated August 8, 2024 (as it may be amended or supplemented, the "Offer to Purchase"), using a proration rate of approximately 62.47%. The Company does not anticipate accepting for purchase any Notes validly tendered after the Early Tender Time.

Consideration and Accrued Interest

The consideration (the "Early Tender Consideration") offered per $1,000 principal amount of Notes validly tendered at or prior to the Early Tender Time, and accepted for purchase pursuant to the Tender Offer, will be determined in the manner described in the Offer to Purchase by reference to the fixed spread for the Notes (the "Fixed Spread") specified in the table above, plus the yield to maturity based on the bid-side price of the U.S. Treasury Reference Security specified in the table above as quoted on the Bloomberg Reference Page specified in the table above at 10:00 a.m., New York City time, on August 22, 2024 (the "Price Determination Time"), unless extended or the Tender Offer is earlier terminated by the Company.