Post Holdings Announces Early Tender Results of Cash Tender Offer for 5.625% Senior Notes Due 2028
Rhea-AI Summary
Post Holdings (NYSE: POST) announced early tender results for its cash tender offer to purchase up to $475.0 million of its 5.625% senior notes due 2028. As of August 21, 2024, $760,866,000 in principal amount had been validly tendered, exceeding the Maximum Tender Amount. Due to oversubscription, tendered Notes will be subject to proration at approximately 62.47%. The company does not anticipate accepting any Notes tendered after the Early Tender Time.
The Early Tender Consideration will be determined on August 22, 2024, based on a fixed spread plus the U.S. Treasury Reference Security yield. Post Holdings anticipates an Early Settlement Date of August 23, 2024, subject to conditions including sufficient proceeds from a senior notes offering to fund the purchase.
Positive
- High demand for the tender offer, with $760,866,000 tendered exceeding the $475.0 million Maximum Tender Amount
- Potential reduction in outstanding debt, improving the company's balance sheet
Negative
- Proration of accepted Notes at 62.47% due to oversubscription, potentially disappointing some investors
- Dependency on securing sufficient proceeds from a senior notes offering to fund the purchase
News Market Reaction – POST
On the day this news was published, POST gained 0.44%, reflecting a mild positive market reaction.
Data tracked by StockTitan Argus on the day of publication.
Early Tender Results
As of 5:00 p.m.,
Title of Security | CUSIP Nos. | ISINs | Principal | Maximum | Principal |
| Bloomberg | Fixed | Early |
| 737446AN4 U7318UAN2 | US737446AN44 USU7318UAN29 |
| PX 3 | +50bps |
(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 |
(2) | Per |
(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 |
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
Consideration and Accrued Interest
The consideration (the "Early Tender Consideration") offered per
Only holders of Notes who validly tendered their Notes at or prior to the Early Tender Time, and whose Notes have been accepted for purchase, will receive the Early Tender Consideration.
In addition to the Early Tender Consideration, holders whose Notes are purchased in the Tender Offer will receive accrued and unpaid interest from the last interest payment date up to, but not including, the applicable settlement date.
Settlement
The Company reserves the right, in its sole discretion, to pay for Notes that are validly tendered at or prior to the Early Tender Time, and that are accepted for purchase, on a date following the Early Tender Time and prior to 5:00 p.m.,
Dealer Manager and Depositary and Information Agent
The Company has appointed Barclays Capital Inc. as dealer manager (the "Dealer Manager") for the Tender Offer. The Company has retained D.F. King & Co., Inc. as the depositary and information agent for the Tender Offer. For additional information regarding the terms of the Tender Offer, please contact: Barclays Capital Inc. at (800) 438-3242 (toll-free) or (212) 528-7581 (collect). Requests for documents and questions regarding the tendering of securities may be directed to D.F. King & Co., Inc. by telephone at (212) 269-5550 (for banks and brokers only) or (877) 732-3613 (toll-free) or by email at post@dfking.com or to the Dealer Manager at its telephone numbers.
This press release shall not constitute, or form part of, an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offer is being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.
From time to time after completion of the Tender Offer, the Company or its affiliates may purchase additional Notes in the open market, in privately negotiated transactions, through tender or exchange offers or other methods, or the Company may redeem Notes pursuant to their terms. Any future purchases may be on the same terms or on terms that are more or less favorable to holders of the Notes than the terms of the Tender Offer.
Cautionary Statement on Forward-Looking Language
Forward-looking statements, within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, are made throughout this press release, including statements regarding the Tender Offer and the Offer to Purchase. These forward-looking statements are sometimes identified from the use of forward-looking words such as "believe," "should," "could," "potential," "continue," "expect," "project," "estimate," "predict," "anticipate," "aim," "intend," "plan," "forecast," "target," "is likely," "will," "can," "may," "would" or the negative of these terms or similar expressions elsewhere in this press release. All forward-looking statements are subject to a number of important factors, risks, uncertainties and assumptions that could cause actual results to differ materially from those described in any forward-looking statements. These factors and risks include, but are not limited to, unanticipated developments that prevent, delay or negatively impact the Tender Offer and other financial, operational and legal risks and uncertainties detailed from time to time in the Company's cautionary statements contained in its filings with the Securities and Exchange Commission. The Company may not consummate the Tender Offer as described in this press release and there can be no assurance that the Tender Offer will be completed as anticipated or at all. These forward-looking statements represent the Company's judgment as of the date of this press release. The Company disclaims, however, any intent or obligation to update these forward-looking statements.
About Post Holdings, Inc.
Post Holdings, Inc., headquartered in
Contact:
Investor Relations
Daniel O'Rourke
daniel.orourke@postholdings.com
(314) 806-3959
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SOURCE Post Holdings, Inc.
FAQ
What is the Maximum Tender Amount for Post Holdings' cash tender offer?
What was the total principal amount of Notes tendered in Post Holdings' offer as of August 21, 2024?
When is the anticipated Early Settlement Date for Post Holdings' tender offer?
What is the proration rate for Post Holdings' tender offer due to oversubscription?
