Post Holdings, Inc. (Form: 8-K, Received: 05/22/2017 08:05:10)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 19, 2017

Post Holdings, Inc.
(Exact name of registrant as specified in its charter)



Missouri	1-35305	45-3355106
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2503 S. Hanley Road
St. Louis, Missouri 63144
(Address, including Zip Code, of principal executive offices)

Registrant’s telephone number, including area code: (314) 644-7600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry Into a Material Definitive Agreement.

On May 19, 2017, pursuant to its previously announced cash tender offers (the “Tender Offers”) and consent solicitations (the “Consent Solicitations”) to purchase any and all of the outstanding (i) 7.75% Senior Notes due 2024 (the “2024 Notes”) and (ii) 8.00% Senior Notes due 2025 (the “2025 Notes,” and collectively with the 2024 Notes, the “Notes”) issued by Post Holdings, Inc. (the “Company”), the Company and certain of its subsidiaries entered into (a) a Third Supplemental Indenture (the “Supplemental 2024 Indenture”) to an Indenture, dated as of August 18, 2015 (the “2024 Indenture”) by and among the Company, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (the “Trustee”), governing the 2024 Notes, and (b) a Third Supplemental Indenture (the “Supplemental 2025 Indenture”; and together with the Supplemental 2024 Indenture, the “Supplemental Indentures”) to an Indenture, dated as of August 18, 2015 (the “2025 Indenture”) by and among the Company, the guarantors party thereto and the Trustee, governing the 2025 Notes. The Supplemental Indentures were entered into to eliminate substantially all of the restrictive covenants and certain events of default under the 2024 Indenture and 2025 Indenture, respectively.

The foregoing description of the Supplemental 2024 Indenture is qualified in its entirety by reference to the full text of the Supplemental 2024 Indenture filed as Exhibit 4.1 hereto and incorporated by reference herein. The foregoing description of the Supplemental 2025 Indenture is qualified in its entirety by reference to the full text of the Supplemental 2025 Indenture filed as Exhibit 4.2 hereto and incorporated by reference herein.

Item 8.01 Other Events.

On May 22, 2017, the Company issued a press release announcing the execution of the Supplemental Indentures and the early tender results in connection with its Tender Offers and Consent Solicitations to purchase any and all of the outstanding Notes issued by the Company, and the extension of the early tender deadline for the 2025 Notes under its previously announced Tender Offers to 5:00 p.m., New York City time, on May 23, 2017. As of the previously announced early tender deadline of 5:00 p.m., New York City time, on May 19, 2017, $650,979,000 in aggregate principal amount, or approximately 81.4%, of the 2024 Notes outstanding had been validly tendered and not withdrawn, and $262,422,000 in aggregate principal amount, or approximately 65.6%, of the 2025 Notes outstanding had been validly tendered and not withdrawn. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Also on May 22, 2017, the Company announced its intention to redeem, in accordance with the terms of the 2024 Indenture, all of the remaining outstanding 2024 Notes at a redemption price pursuant to the terms of the 2024 Indenture, plus accrued and unpaid interest, if any, to the redemption date of June 7, 2017.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

See Exhibit Index.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



Date: May 22, 2017	Post Holdings, Inc.
	(Registrant)

	By:	/s/ Diedre J. Gray
	Name:	Diedre J. Gray
	Title:	SVP, General Counsel & Chief Administrative Officer, Secretary

EXHIBIT INDEX



Exhibit No.	Description
4.1	Third Supplemental Indenture (2024 Notes), dated May 19, 2017, by and among the Company, the Guarantors (as defined therein) and Wells Fargo Bank, National Association, as trustee
4.2	Third Supplemental Indenture (2025 Notes), dated May 19, 2017, by and among the Company, the Guarantors (as defined therein) and Wells Fargo Bank, National Association, as trustee
99.1	Press Release, dated May 22, 2017

Exhibit 4.1

THIRD SUPPLEMENTAL INDENTURE

THIS THIRD SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture ”), dated as of May 19, 2017, by and among Post Holdings, Inc., a Missouri corporation (the “ Company ”), the Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, National Association, a national banking association, as trustee under the Indenture referred to below (the “ Trustee ”).

WITNESSETH

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated as of August 18, 2015, as amended and supplemented by the First Supplemental Indenture, dated as of January 22, 2016 and the Second Supplemental Indenture, dated as of March 28, 2017 (together, the “ Indenture ”), providing for the issuance of 7.75% Senior Notes due 2024 (the “ Notes ”);

WHEREAS, the Company has distributed an Offer to Purchase and Consent Solicitation Statement, dated as of May 8, 2017 (the “ Statement ”), with an accompanying Letter of Transmittal and Consent (“ Letter of Transmittal and Consent ”), to the Holders of the Notes in connection with the solicitation of such Holders’ consent to certain proposed amendments to the Indenture;

WHEREAS, pursuant to the Statement, the Holders of at least a majority in aggregate principal amount of the Notes outstanding as of the date hereof (excluding, for this purpose, any Notes owned by the Company or any Guarantor, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantor) have consented to the amendments effected by this Supplemental Indenture in accordance with the provisions of the Indenture, evidence of such consents has been provided by the Company to the Trustee, and all other conditions precedent, if any, provided for in the Indenture relating to the execution of this Supplemental Indenture have been complied with as of the date hereof; and

WHEREAS, pursuant to Section 9.02 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

ARTICLE I
DEFINITIONS

SECTION 1.01. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

SECTION 1.02. DEFINITION. When used herein, “ Trigger Event ” shall mean the occurrence of each of the following events: (1) the Initial Payment Date (as such term is defined in the Statement), or if there is no Initial Payment Date, the Final Settlement Date (as such term is defined in the Statement), and (2) the Company’s payment to holders of Notes the Consent Payment (as such term is defined in the Statement) payable as of such Initial Payment Date for Notes tendered on or before the Early Tender Deadline (as such term is defined in the Statement), or if there is no Initial Payment Date, the Final Settlement Date, pursuant to the terms and conditions of the Statement and the Letter of Transmittal and Consent.

ARTICLE II
AMENDMENTS TO THE INDENTURE

SECTION 2.01. CONSENT AND AMENDMENT. Effective upon the Trigger Event, and without any further action by any party hereto, the Indenture is hereby amended as follows:

(a) The text of Sections 3.09, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10 (including the corresponding provisions of paragraph (7) of Exhibit A of the Indenture and each Note), 4.11, 4.12, 4.13, 4.14, 4.16, 4.17, 4.18, 5.01, 5.02, 6.01(3), 6.01(4), 6.01(5), 6.01(7) and 6.01(8) shall each be deleted in its entirety and replaced with “[Reserved].”

(b) All defined terms in Sections 1.01 and 1.02 that appear only in the text of the Indenture that has been deleted pursuant to subsection (a) above shall be eliminated from Sections 1.01 and 1.02. In addition, any and all references in the Indenture, including in Section 6.01, to the deleted text referred to in this Section 2.01 will also be deleted in their entirety.

(c) The Company will give prompt written notice that the Trigger Event has occurred and that the amendments have become effective.

ARTICLE III
MISCELLANEOUS

SECTION 3.01. EXECUTION AS SUPPLEMENTAL INDENTURE. This Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Indenture and, as provided in the Indenture, this Supplemental Indenture forms a part thereof.

SECTION 3.02. RATIFICATION AND INCORPORATION OF INDENTURE. As supplemented hereby, the Indenture is in all respects ratified and confirmed, and the Indenture and this Supplemental Indenture shall be read, taken and construed as one and the same instrument.

SECTION 3.03. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, agent, manager, partner, member, incorporator, shareholder or unitholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

SECTION 3.04. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

SECTION 3.05. SEPARABILITY. In case any one or more of the provisions contained in this Supplemental Indenture shall for any reason be held to be invalid, illegal or unenforceable in any respect, then, to the extent permitted by law, such invalidity, illegality or unenforceability shall not affect any other provisions of this Supplemental Indenture, but this Supplemental Indenture shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein.

SECTION 3.06. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

SECTION 3.07. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

SECTION 3.08. THE TRUSTEE. The Trustee makes no representation as to and shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture, or with respect to the Statement or the Letter of Transmittal and Consents, or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company and the Guarantors. All of the provisions contained in the Indenture in respect of the rights, privileges, immunities, powers, and duties of the Trustee shall be applicable in respect of this Supplemental Indenture as fully and with like force and effect as though fully set forth in full herein.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.



	POST HOLDINGS, INC.

	By:	/s/ Diedre J. Gray
		Name: Diedre J. Gray
		Title: Senior Vice President, General Counsel and Chief Administrative Officer, and Secretary


	AGRICORE UNITED HOLDINGS INC. AMERICAN BLANCHING COMPANY ATTUNE FOODS, LLC CUSTOM NUTRICEUTICAL LABORATORIES, LLC DAKOTA GROWERS PASTA COMPANY, INC. DNA DREAMFIELDS COMPANY, LLC DYMATIZE ENTERPRISES, LLC DYMATIZE HOLDINGS, LLC GB ACQUISITION USA, INC. GOLDEN ACQUISITION SUB, LLC GOLDEN BOY NUT CORPORATION GOLDEN BOY PORTALES, LLC GOLDEN NUT COMPANY (USA) INC. NUTS DISTRIBUTOR OF AMERICA INC. POST ACQUISITION SUB IV, LLC PREMIER NUTRITION CORPORATION PRIMO PIATTO, INC. SUPREME PROTEIN, LLC TA/DEI-A ACQUISITION CORP. TA/DEI-B1 ACQUISITION CORP. TA/DEI-B2 ACQUISITION CORP. and TA/DEI-B3 ACQUISITION CORP.

	By:	/s/ Diedre J. Gray
		Name: Diedre J. Gray
		Title: Secretary of each above listed entity

[SIGNATURE PAGE 1 OF 3 TO THE THIRD SUPPLEMENTAL INDENTURE (2024 INDENTURE)]



	CASA TRUCKING, INC. CRYSTAL FARMS REFRIGERATED DISTRIBUTION COMPANY M.G. WALDBAUM COMPANY MFI HOLDING CORPORATION MFI INTERNATIONAL, INC. MICHAEL FOODS GROUP, INC. MICHAEL FOODS OF DELAWARE, INC. MICHAEL FOODS, INC. MOM Brands Company, LLC MOM Brands Sales, LLC National Pasteurized Eggs, Inc. National Pasteurized Eggs, LLC NORTHERN STAR CO. PAPETTI’S HYGRADE EGG PRODUCTS, INC. PCB Battle Creek, LLC POST CONSUMER BRANDS, LLC and POST FOODS, LLC

	By:	/s/ Diedre J. Gray
		Name: Diedre J. Gray
		Title: Assistant Secretary of each above-listed entity

[SIGNATURE PAGE 2 OF 3 TO THE THIRD SUPPLEMENTAL INDENTURE (2024 INDENTURE)]



WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

By:	/s/ Gregory S. Clarke
	Name: Gregory S. Clarke
	Title: Vice President

[SIGNATURE PAGE 3 OF 3 TO THE THIRD SUPPLEMENTAL INDENTURE (2024 INDENTURE)]

Exhibit 4.2

THIRD SUPPLEMENTAL INDENTURE

WITNESSETH

WHEREAS, pursuant to Section 9.02 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

ARTICLE I
DEFINITIONS

SECTION 1.01. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

ARTICLE II
AMENDMENTS TO THE INDENTURE

SECTION 2.01. CONSENT AND AMENDMENT. Effective upon the Trigger Event, and without any further action by any party hereto, the Indenture is hereby amended as follows:

(c) The Company will give prompt written notice that the Trigger Event has occurred and that the amendments have become effective.

ARTICLE III
MISCELLANEOUS

SECTION 3.07. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.



	POST HOLDINGS, INC.

	By:	/s/ Diedre J. Gray
		Name: Diedre J. Gray
		Title: Senior Vice President, General Counsel and Chief Administrative Officer, and Secretary


	AGRICORE UNITED HOLDINGS INC. AMERICAN BLANCHING COMPANY ATTUNE FOODS, LLC CUSTOM NUTRICEUTICAL LABORATORIES, LLC DAKOTA GROWERS PASTA COMPANY, INC. DNA DREAMFIELDS COMPANY, LLC DYMATIZE ENTERPRISES, LLC DYMATIZE HOLDINGS, LLC GB ACQUISITION USA, INC. GOLDEN ACQUISITION SUB, LLC GOLDEN BOY NUT CORPORATION GOLDEN BOY PORTALES, LLC GOLDEN NUT COMPANY (USA) INC. NUTS DISTRIBUTOR OF AMERICA INC. POST ACQUISITION SUB IV, LLC PREMIER NUTRITION CORPORATION PRIMO PIATTO, INC. SUPREME PROTEIN, LLC TA/DEI-A ACQUISITION CORP. TA/DEI-B1 ACQUISITION CORP. TA/DEI-B2 ACQUISITION CORP. and TA/DEI-B3 ACQUISITION CORP.

	By:	/s/ Diedre J. Gray
		Name: Diedre J. Gray
		Title: Secretary of each above listed entity

[SIGNATURE PAGE 1 OF 3 TO THE THIRD SUPPLEMENTAL INDENTURE (2025 INDENTURE)]



	CASA TRUCKING, INC. CRYSTAL FARMS REFRIGERATED DISTRIBUTION COMPANY M.G. WALDBAUM COMPANY MFI HOLDING CORPORATION MFI INTERNATIONAL, INC. MICHAEL FOODS GROUP, INC. MICHAEL FOODS OF DELAWARE, INC. MICHAEL FOODS, INC. MOM Brands Company, LLC MOM Brands Sales, LLC National Pasteurized Eggs, Inc. National Pasteurized Eggs, LLC NORTHERN STAR CO. PAPETTI’S HYGRADE EGG PRODUCTS, INC. PCB Battle Creek, LLC POST CONSUMER BRANDS, LLC and POST FOODS, LLC

	By:	/s/ Diedre J. Gray
		Name: Diedre J. Gray
		Title: Assistant Secretary of each above-listed entity

[SIGNATURE PAGE 2 OF 3 TO THE THIRD SUPPLEMENTAL INDENTURE (2025 INDENTURE)]



WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

By:	/s/ Gregory S. Clarke
	Name: Gregory S. Clarke
	Title: Vice President

[SIGNATURE PAGE 3 OF 3 TO THE THIRD SUPPLEMENTAL INDENTURE (2025 INDENTURE)]

Exhibit 99.1

Post Holdings Announces Early Results of the Previously Announced Cash Tender Offers and Consent Solicitations and Extension of the Early Tender Deadline for the Cash Tender Offer of 8.00% Senior Notes Due 2025

St. Louis, Missouri - May 22, 2017 - Post Holdings, Inc. (NYSE:POST) (the “Company” or “Post”) today announced the early tender results as of 5:00 p.m. New York City time on May 19, 2017 (the “Early Tender Deadline” and the “Withdrawal Deadline”) for its previously announced cash tender offers (the “Tender Offers”) and consent solicitations (the “Consent Solicitations”) for its (i) 7.75% senior notes due 2024 (the “2024 Notes”), having an aggregate outstanding principal amount of $800.0 million, and (ii) its 8.00% senior notes due 2025 (the “2025 Notes”), having an aggregate outstanding principal amount of $400.0 million.

According to Global Bondholder Services Corporation, as of the Early Tender Deadline, $650,979,000 in aggregate principal amount, or approximately 81.4%, of 2024 Notes outstanding, had been validly tendered and not validly withdrawn, and $262,422,000 in aggregate principal amount, or approximately 65.6%, of 2025 Notes outstanding, had been validly tendered and not validly withdrawn.

The Company also announced it has extended the Early Tender Deadline for the 2025 Notes to 5:00 p.m. New York City time on May 23, 2017 (the “Extended Early Tender Deadline”). Holders that validly tender their 2025 Notes prior to the Extended Early Tender Deadline will be entitled to receive the previously announced consent payment of $30.00 per $1,000 principal amount of 2025 Notes. The Company expects to accept for payment on May 24, 2017, the previously announced initial payment date (the “Initial Payment Date”), subject to the terms and conditions specified in the Offer to Purchase and Consent Solicitation Statement dated May 8, 2017 (the “Offer to Purchase”), all 2024 Notes and 2025 Notes validly tendered and not validly withdrawn on or prior to the Early Tender Deadline or the Extended Early Tender Deadline, as applicable. 2024 Notes and 2025 Notes validly tendered after the Withdrawal Deadline may not be withdrawn or revoked.

All references to the “Early Tender Deadline” in the Offer to Purchase and the Letter of Transmittal and Consent (the “Letter of Transmittal”) as they pertain to the 2025 Notes shall now be deemed to be references to the Extended Early Tender Deadline. The other terms and conditions of the Tender Offers and the Consent Solicitations remain unchanged except as provided in this announcement.

The Company has received consents sufficient to approve amendments to the respective indentures governing the 2024 Notes and 2025 Notes (together, the “Indentures”) and the Company, the trustee for the Indentures, and certain guarantors party to each Indenture executed supplemental indentures (the “Supplemental Indentures”) on May 19, 2017. The Supplemental Indentures amend the Indentures to eliminate substantially all of the restrictive covenants and certain events of default applicable to the 2024 Notes and 2025 Notes on the terms and subject to the conditions set forth in the Offer to Purchase, and the amendments will become operative upon the Company’s acceptance of the validly tendered and not validly withdrawn 2024 Notes and 2025 Notes for purchase on the Initial Payment Date. Each of the Tender Offers and Consent Solicitations remains subject to the satisfaction or waiver of several conditions as set forth in the Offer to Purchase, including the receipt by the Company of proceeds from a new incremental term loan under the Company’s existing credit agreement on terms satisfactory to the Company that, together with cash on hand, is in an amount that is sufficient to effect the repurchase of the 2024 Notes and 2025 Notes validly tendered and not validly withdrawn and accepted for purchase pursuant to the Tender Offers. Once operative, the Supplemental Indentures will be binding on all holders of 2024 Notes or 2025 Notes, even those whose 2024 Notes or 2025 Notes were not validly tendered and not validly withdrawn on or before the Early Tender Deadline and accepted for purchase, as described in the Offer to Purchase.

Holders of 2024 Notes and 2025 Notes may still tender their 2024 Notes and 2025 Notes pursuant to the Offer to Purchase until midnight, New York City time, at the end of June 5, 2017, unless the Tender Offers are extended or earlier terminated by the Company (such time and date, as they may be extended or earlier terminated, the “Expiration Time”). The final settlement date for 2024 Notes tendered after May 19, 2017 and 2025 Notes tendered after May 23, 2017 but prior to the Expiration Time is currently expected to occur on June 6, 2017. Holders that validly tender their 2024 Notes after May 19, 2017 or 2025 Notes

after May 23, 2017 but prior to the Expiration Time will receive only the Tender Offer Consideration (as defined below) on the final settlement date.

The following table summarizes the material pricing terms for the Tender Offers:



Title of Notes	Outstanding Principal Amount	Consent Payment ^{(1) (3)}	Tender Offer Consideration ^{(1) (2)}	Total Consideration ^{(1) (2)}
7.75% Senior Notes due 2024	$800,000,000	$30.00	$1,106.25	$1,136.25
8.00% Senior Notes due 2025	$400,000,000	$30.00	$1,135.00	$1,165.00

⁽¹⁾ Per $1,000 principal amount of 2024 Notes or 2025 Notes tendered and accepted for purchase.
⁽²⁾ Does not include accrued and unpaid interest that will be paid on the 2024 Notes and 2025 Notes accepted for purchase.
⁽³⁾ Included in the Total Consideration for 2024 Notes tendered and accepted for purchase at or prior to the Early Tender Deadline and 2025 Notes tendered and accepted for purchase at or prior to the Extended Early Tender Deadline.

The Total Consideration for each $1,000 principal amount of 2024 Notes validly tendered and not validly withdrawn prior to the Early Tender Deadline or 2025 Notes validly tendered and not validly withdrawn prior to the Extended Early Tender Deadline is $1,136.25 and $1,165.00, respectively, which includes a consent payment of $30.00 per $1,000 principal amount of 2024 Notes and a consent payment of $30.00 per $1,000 principal amount of 2025 Notes. Holders tendering 2024 Notes after the Early Tender Deadline or 2025 Notes after the Extended Early Tender Deadline will be eligible to receive only the Tender Offer Consideration, which is $1,106.25 for each $1,000 principal amount of 2024 Notes or $1,135.00 for each $1,000 principal amount of 2025 Notes. Holders will also receive accrued and unpaid interest to, but not including, the applicable settlement date for such 2024 Notes or 2025 Notes that the Company accepts for purchase in the Tender Offers.

Credit Suisse is acting as the sole dealer manager for the Tender Offers. The information agent and tender agent is Global Bondholder Services Corporation. Copies of the Offer to Purchase, Letter of Transmittal and related tender offering and consent solicitation materials are available by contacting the information agent at (212) 430-3774 (banks and brokers) and at (866) 470-4500 (all others). Questions regarding the Tender Offers and Consent Solicitations should be directed to Credit Suisse at (800) 820-1653.

The Company intends to issue a notice of redemption on May 22, 2017 to redeem the remaining outstanding 2024 Notes pursuant to the redemption and satisfaction and discharge provisions of the Indenture for the 2024 Notes, as supplemented by the Supplemental Indenture for the 2024 Notes, at a redemption price pursuant to the terms of the Indenture for the 2024 Notes, plus accrued and unpaid interest, if any, to the redemption date of June 7, 2017. At this time, the Company does not contemplate a redemption of any 2025 Notes that are not validly tendered in the Tender Offers.

None of the Company, the dealer manager, the information agent and tender agent, or the trustee for the 2024 Notes and 2025 Notes, or any of their respective affiliates, is making any recommendation as to whether holders should tender any 2024 Notes or 2025 Notes in response to the Tender Offers. Holders must make their own decision as to whether to tender any of their 2024 Notes or 2025 Notes and, if so, the principal amount of 2024 Notes or 2025 Notes to tender. This announcement is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. The Tender Offers are being made solely by means of the Offer to Purchase. In those jurisdictions where the securities, blue sky or other laws require any tender offer to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of the Company by the dealer manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction.

Cautionary Statement on Forward-Looking Language

Forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, are made throughout this release. These forward-looking statements are sometimes identified by the use of terms and phrases such as “believe,” “should,” “would,” “expect,” “project,” “estimate,” “anticipate,” “intend,” “plan,” “will,” “can,” “may,” or similar expressions elsewhere in this 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 Offers and Consent Solicitations, the new incremental term loan 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. 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. There can be no assurance that the proposed transactions will be completed as anticipated or at all.

Contact:

Investor Relations

Brad Harper

brad.harper@postholdings.com

(314) 644-7626