Business Context and Reporting Period
BellRing Intermediate Holdings, Inc. filed this Form 8-K on March 10, 2022 to report completion of the separation, distribution and merger transactions involving Post Holdings, Inc., Old BellRing and New BellRing. New BellRing became BellRing Brands, Inc. and began trading on the New York Stock Exchange under the ticker BRBR.
The filing is a transaction report and does not present a quarterly or annual operating period.
Key Financial and Capital Structure Information
- Post contributed $550.4 million in cash, its Class B common stock of Old BellRing and its BellRing LLC interests to New BellRing.
- Post received the right to receive $840.0 million aggregate principal amount of New BellRing’s 7.00% senior notes due 2030.
- Each outstanding Old BellRing Class A share was converted into the right to receive one New BellRing common share plus $2.97 in cash.
- New BellRing distributed 78,076,841 shares of common stock to Post shareholders on a pro rata basis.
- Immediately after the transactions, ownership was approximately 14.2% Post, 57.3% Post shareholders and 28.5% former Old BellRing stockholders.
- All commitments under the BellRing LLC credit agreement were terminated on March 10, 2022, and all related obligations were repaid in full and discharged.
- The filing does not provide revenue, profit, cash-flow, margin, cash-balance or other operating performance metrics.
Material Changes Versus the Prior Structure
- New BellRing converted from an LLC into a Delaware corporation and changed its name to BellRing Brands, Inc.
- Old BellRing became a direct, wholly owned subsidiary of New BellRing and was renamed BellRing Intermediate Holdings, Inc.
- Control of Old BellRing changed as a result of the merger.
- Old BellRing Class A stockholders ceased to have rights as Old BellRing stockholders other than the right to receive the merger consideration.
- New BellRing assumed outstanding Old BellRing options, restricted stock units and other equity awards under the 2019 Long-Term Incentive Plan.
- New BellRing became the successor SEC registrant, with future filings to be made under the applicable BellRing Brands, Inc. registrant and CIK information described in the filing.
Agreements, Outlook and Risks
In connection with closing, the parties entered into or amended a master services agreement, employee matters agreement and tax matters agreement. These agreements govern ongoing relationships among Post, New BellRing, Old BellRing and BellRing LLC, including services, employee matters and tax-related responsibilities.
The filing provides no management guidance, operating outlook or earnings forecast. It also does not identify specific litigation, contingencies or unusual operating items beyond the separation, distribution, merger, financing and related governance changes.
Investor Verification Items
- Verify the final terms, covenants and repayment schedule of the $840.0 million 7.00% senior notes due 2030.
- Review the amended master services, employee matters and tax matters agreements for ongoing fees, obligations and potential related-party effects.
- Confirm the treatment and dilution impact of assumed options, restricted stock units and other equity awards.
- Review subsequent periodic filings for standalone revenue, profitability, cash flow, liquidity and leverage following the separation.
- Confirm the successor registrant, CIK information and reporting history when reviewing future SEC filings.