BELLRING BRANDS, INC. current report, 01 March 2022

Full document

BellRing Brands, Inc. Form 8-K Summary

Business Context and Reporting Period

Filed March 1, 2022, under Item 8.01 (Other Events). The filing concerns the proposed separation of BellRing from Post Holdings, Inc. through a distribution, merger and related refinancing transactions. It does not report operating results for a fiscal period.

Financing and Key Financial Terms

  • BellRing Distribution, LLC (“New BellRing”), then a wholly owned subsidiary of Post, intends to issue $840.0 million aggregate principal amount of senior notes due 2030.
  • The notes will initially be issued to Post and exchanged by Post with holders of certain Post debt obligations. Selling noteholders intend to resell the notes to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S.
  • New BellRing will not receive proceeds from the note offering. It will receive $550.4 million in cash from Post as part of the contribution transaction.
  • New BellRing also intends to use cash received from Post, cash on hand and borrowings under a new revolving credit facility to refinance BellRing LLC’s existing debt, pay transaction fees and expenses, and distribute cash to existing BellRing stockholders in connection with the merger.
  • The notes will be unsecured and unsubordinated obligations of New BellRing. Beginning on the fourteenth day after issuance, they are expected to be guaranteed by qualifying existing and future domestic subsidiaries of New BellRing.
  • The notes will not be obligations of Post or Post’s wholly owned subsidiaries.
  • The filing does not provide revenue, profit, cash-flow, margin, liquidity-balance, leverage-ratio or other operating-performance metrics.

Material Changes and Transaction Structure

  • Post plans to distribute 80.1% of its ownership interest in New BellRing to Post shareholders.
  • Following the offering and before the distribution and merger, New BellRing is expected to convert from a Delaware limited liability company to a Delaware corporation and change its name to BellRing Brands, Inc. The current BellRing Brands, Inc. is expected to change its name to BellRing Intermediate Holdings, Inc.
  • BellRing Merger Sub Corporation is expected to merge with and into BellRing, with New BellRing becoming the new public holding company and successor registrant.
  • The transaction agreement was amended on February 28, 2022. The proposed financing, distribution, debt exchange, new revolving credit facility and merger are intended to close substantially concurrently.

Outlook, Risks and Unusual Items

  • Completion of the note offering is subject to market conditions and other conditions, including the debt exchange, entry into the new revolving credit facility, and completion of the distribution and merger.
  • There is no assurance that the offering or distribution will be completed as anticipated or at all.
  • Identified risks include transaction delays or failure, unanticipated developments, the ongoing conflict in Ukraine, the changing COVID-19 situation, and financial, operational and legal risks described in BellRing’s SEC filings.
  • The filing contains forward-looking statements regarding the notes, the distribution, the amount of equity to be distributed, Post’s cash contribution and New BellRing’s planned use of cash. Management disclaims any obligation to update these statements.
  • The filing is not an offer to sell or solicitation to buy securities. The offering is intended to be conducted pursuant to applicable private-placement exemptions and offering documents.

Important Facts for Investors to Verify

  • Whether the $840.0 million note offering, debt exchange, new revolving credit facility, distribution and merger were completed and on what final terms.
  • The final interest rate, maturity, covenants, guarantees, redemption provisions and trading terms of the senior notes.
  • The amount and terms of New BellRing’s revolving credit facility and the resulting pro forma debt and liquidity.
  • The final cash contribution from Post and the amount of cash distributed to existing BellRing stockholders.
  • The extent to which existing BellRing LLC debt was refinanced and any remaining liabilities or guarantees.
  • Subsequent SEC filings for New BellRing’s post-transaction financial statements, operating results and risk disclosures.