Business Context and Reporting Period
BellRing Brands, Inc. filed this Form 8-K on February 28, 2022, under Item 5.04 to report a temporary suspension of trading and transaction activity under the BellRing Brands, Inc. 401(k) Plan. The restriction relates to the planned separation of BellRing from Post Holdings, Inc., expected to be completed in March 2022, subject to satisfaction or waiver of conditions.
Financial Metrics and Liquidity
This filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating or financial metrics.
Material Changes Versus the Prior Comparable Period
- Participants in the BellRing Common Stock Fund will generally be unable to direct or change investments, make transactions, or obtain loans, withdrawals, or distributions involving the fund during the blackout period.
- The blackout period is expected to begin at 1:00 p.m. Eastern Time on March 10, 2022, and end during the week of March 20, 2022. The exact dates and duration may change, be advanced, or be extended.
- BellRing notified its directors and executive officers of related trading restrictions under Section 306 of the Sarbanes-Oxley Act and Regulation BTR.
Guidance, Outlook, Risks, and Unusual Items
The filing reiterates that the proposed separation transaction may not be completed as anticipated or at all. Forward-looking matters include the transaction timing, future financial and operating results, plans and objectives of BellRing, Post, and New BellRing, and New BellRing’s expected debt level.
Identified risks include developments that could prevent, delay, or negatively affect the transaction, the ongoing conflict in Ukraine, the changing COVID-19 situation, and other risks described in BellRing’s and Post’s SEC filings. BellRing states that it has no obligation to update its forward-looking statements.
Exhibit 99.1 contains the notice regarding the blackout period and Regulation BTR trading restrictions. Security holders and other interested parties may request the actual blackout-period dates from BellRing’s Corporate Secretary during the blackout period and for two years afterward.
Important Facts for Investors to Verify
- Verify whether the Post-BellRing separation was completed and the actual completion date.
- Verify the actual beginning and ending dates of the 401(k) plan blackout period.
- Review the registration statements, prospectuses, definitive proxy statement, and related amendments for transaction terms, conditions, ownership, and expected New BellRing debt.
- Review subsequent SEC filings for changes to transaction timing, financing, operating expectations, and disclosed risks.