Item 8.01. Other Events.
On October 22, 2012, Post Holdings, Inc. (the "Company") announced the pricing
of its previously announced offering of 7.375% senior notes due 2022 (the
"Notes") at a price of 106% of principal amount. In addition, the size of the
Notes offering was increased from $200 million to $250 million, resulting in
gross proceeds of $265 million plus accrued interest from August 15, 2012. The
Notes were offered as additional notes under an existing indenture pursuant to
which the Company previously issued $775 million in aggregate principal amount
of 7.375% senior notes due 2022 (the "Existing Notes"). The Notes to be issued
in this offering will be equal in right of payment, will vote together with and
will constitute part of the same class and be fungible with the Existing Notes.
The Notes will be unsecured unsubordinated obligations of the Company and will
be guaranteed by the Company's subsidiary, Post Foods, LLC. The offering is
expected to close on October 25, 2012. The Company intends to use the net
proceeds from the proposed offering for general corporate purposes which could
include pay down of debt and/or acquisitions.
A copy of the press release announcing the pricing of the Notes is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
The Notes and the related subsidiary guarantee were offered in the United States
to qualified institutional buyers in an offering exempt from registration
pursuant to Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"), and to persons outside the United States in compliance with
Regulation S under the Securities Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
See Exhibit Index.