Post Holdings, Inc. (Form: 8-K, Received: 02/12/2019 08:08:23)

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): February 8, 2019

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 February 8, 2019, Post Holdings, Inc. (the “Company” or “Post”), its guarantor subsidiaries and Wells Fargo Bank, National Association, as trustee (the “Trustee”), entered into a Fourth Supplemental Indenture (the “Supplemental Indenture”) to the Indenture, dated as of August 3, 2016 (the “Indenture”) by and among the Company, the guarantors party thereto and the Trustee, pursuant to the Company’s previously announced consent solicitation (the “Consent Solicitation”) with respect to the Company’s 5.00% Senior Notes due 2026 (the “Notes”).

The Supplemental Indenture (i) adds an exception to the “Restricted Payments” covenant contained in Section 4.07 of the Indenture and (ii) revises the “Permitted Investments” definition in the Indenture to add an additional category of “Permitted Investments” under the Indenture.

Section 4.07 of the Indenture generally restricts the Company and its Restricted Subsidiaries (as defined in the Indenture) from making certain payments or investments and taking certain actions as specified in Section 4.07 and which are defined in the Indenture as “Restricted Payments.” Section 4.07 also provides for a number of exceptions to these restrictions. The Supplemental Indenture amends the “Restricted Payments” covenant contained in Section 4.07 of the Indenture to permit an additional category of Restricted Payments in an aggregate amount in any fiscal year not to exceed an amount equal to 4.0% of the Company’s Market Capitalization (as defined in the Supplemental Indenture).

Investments (as defined in the Indenture) that are Permitted Investments may be made by the Company and its Restricted Subsidiaries without such Investments being Restricted Payments. The Supplemental Indenture amends the definition of “Permitted Investments” in the Indenture to permit an additional Investment basket that allows Investments in any Unrestricted Subsidiary (as defined in the Indenture) or joint venture of the Company or of any of its Restricted Subsidiaries having an aggregate fair market value not to exceed (a) the greater of (i) $370.0 million and (ii) 4.0% of Consolidated Total Assets (as defined in the Indenture) plus (b) 100% of the aggregate cash dividends and distributions received by the Company or any Restricted Subsidiary from any such Investments if the Company elects to include such dividends or distributions in this basket.

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


Item 8.01.	Other Events.

On February 12, 2019, the Company issued a press release announcing the successful completion of the Consent Solicitation regarding the Supplemental Indenture, described in Item 1.01 above. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.


Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.	Description
4.1	Fourth Supplemental Indenture (2026 Notes), dated February 8, 2019, by and among Post Holdings, Inc., the Guarantors (as defined therein) and Wells Fargo Bank, National Association, as trustee
99.1	Press Release dated February 12, 2019

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: February 12, 2019	Post Holdings, Inc.
	(Registrant)

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

Exhibit 4.1

FOURTH SUPPLEMENTAL INDENTURE

THIS FOURTH SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture ”) is dated as of February 8, 2019 and is 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 3, 2016, as amended and supplemented by the First Supplemental Indenture, dated as of March 28, 2017, the Second Supplemental Indenture, dated as of January 30, 2018, and the Third Supplemental Indenture, dated as of July 5, 2018 (together, the “ Indenture ”), providing for the issuance of 5.00% Senior Notes due 2026 (the “ Notes ”);

WHEREAS, the Company has distributed a Consent Solicitation Statement, dated as of February 4, 2019 (the “ Statement ”), 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, “ Effective Time ” shall mean the first time at which the Requisite Consents (as such term is defined in the Statement) have been received and this Supplemental Indenture has been executed by the Company, the Guarantors, and the Trustee.

ARTICLE II
AMENDMENTS TO THE INDENTURE

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

(a) Section 1.01 is amended by inserting the following new definition after the existing definition of “Lien”:

“ Market Capitalization ” means an amount equal to (i) the total number of issued and outstanding shares of the Company’s Common Stock that are issued and outstanding on the date of the relevant Restricted Payment and listed on The New York Stock Exchange (or, if the primary listing of such Common Stock is on another exchange, on such other exchange) multiplied by (ii) the arithmetic mean of the closing price per share of such Common Stock as reported by The New York Stock Exchange (or, if the primary listing of such Common Stock is on another exchange, on such other exchange) for each of the 30 consecutive trading days immediately preceding the date of such Restricted Payment.

(b) The definition of “Permitted Investments” in Section 1.01 is amended by deleting the word “and” at the end of clause (18).

(c) The definition of “Permitted Investments” in Section 1.01 is amended by deleting the period and inserting “; and” at the end of clause (19).

(d) The definition of “Permitted Investments” in Section 1.01 is amended by inserting the following new clause (20):

(20) other Investments in any Unrestricted Subsidiary or joint venture of the Company or of any of its Restricted Subsidiaries having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (20) that are at any time outstanding, not to exceed (a) the greater of (i) $370.0 million and (ii) 4.0% of Consolidated Total Assets plus (b) 100% of the aggregate cash dividends and distributions received by the Company or any Restricted Subsidiary from any such Investments that are at any time outstanding pursuant to this clause (20), but only to the extent the Company elects to include such dividends or distributions in this clause (20)(b), as evidenced by an Officer’s Certificate delivered to the Trustee within 10 Business Days of the date of dividend or distribution; provided that if an Investment made pursuant to this clause (20) is made in any Person that is not a Restricted Subsidiary of the Company at the date of the making of the Investment and such Person becomes a Restricted Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (20).

(e) Section 4.07(a) is amended by deleting the lead-in to the second clause (3) of such Section (which begins with “such Restricted Payment, together with the aggregate…”) and replacing it with the following:

such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after February 3, 2012 (excluding Restricted Payments permitted by clause (2), (3), (4), (5), (6), (7), (8), (9), (10), (11), (12), (13), (14), (15), or (16) of Section 4.07(b)), is less than the sum, without duplication, of:

(f) Section 4.07(a)(3)(A) is amended by deleting the words “dividends or distributions in clause (14)(b) of the definition of “Permitted Investments”” and replacing such words with the following: “dividends or distributions in clause (14)(b) or (20)(b) of the definition of “Permitted Investments””.

(g) Section 4.07(b)(14) is amended by deleting the word “and” at the end of such Section.

(h) Section 4.07(b)(15) is amended by inserting the word “and” at the end of such Section.

(i) Section 4.07(b) is amended by inserting the following new clause (16):

(16) Restricted Payments in an aggregate amount in any fiscal year not to exceed an amount equal to 4.0% of the Market Capitalization; provided , that at least one class of the Company’s Common Stock has been listed on The New York Stock Exchange (or, if the primary listing of such Common Stock is on another exchange, on such other exchange) for the 30 consecutive trading days immediately preceding the date of such Restricted Payment;

(j) Section 4.07(b) is amended by deleting the proviso after the numbered clauses of Section 4.07(b) and replacing it with the following:

provided that in the case of clauses (5), (13), and (16) no Default shall have occurred and be continuing.

(k) The final paragraph of Section 4.07(b) (which begins with the words “The amount of all Restricted Payments (other than cash)…”) is amended (i) by deleting the words “in clauses (1) through (15)” and replacing such words with the following: “in clauses (1) through (16)” and (ii) by adding the following at the end of the second sentence thereof: “; provided that the Company will not be permitted to reclassify any Restricted Payment that was made prior to the Effective Time (as defined in the Fourth Supplemental Indenture to this Indenture) as being made pursuant to clause (16)”.

SECTION 2.02. NOTICE. The Company will give prompt written notice that the Effective Time 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 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: Executive Vice President, General Counsel and Chief Administrative Officer, Secretary


	DYMATIZE HOLDINGS, LLC POST ACQUISITION SUB IV, LLC TA/DEI-A ACQUISITION CORP. TA/DEI-B1 ACQUISITION CORP. TA/DEI-B2 ACQUISITION CORP. 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 FOURTH SUPPLEMENTAL INDENTURE (2026 NOTES INDENTURE)]



	BEF FOODS, INC. BEF MANAGEMENT, INC. BEF RESTAURANT SERVICES LLC BE PARTNER LLC BOB EVANS EXPRESS, LLC BOB EVANS FARMS, INC. BOB EVANS FARMS, LLC BOB EVANS HOLDING, INC. BOB EVANS TRANSPORTATION COMPANY, LLC CASA TRUCKING, INC. CRYSTAL FARMS DAIRY COMPANY DYMATIZE ENTERPRISES, LLC IMPACT REAL PROPERTIES, LLC KETTLE CREATIONS, LLC MCAFE HOLDING, LLC 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 PHI CANADA HOLDING CORP. PINELAND FARMS POTATO COMPANY, INC. POST CONSUMER BRANDS, LLC POST FOODS, LLC PREMIER NUTRITION CORPORATION SUPREME PROTEIN, LLC WEETABIX COMPANY, 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 FOURTH SUPPLEMENTAL INDENTURE (2026 NOTES 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 FOURTH SUPPLEMENTAL INDENTURE (2026 NOTES INDENTURE)]

Exhibit 99.1

Post Holdings Announces Receipt of Requisite Consents in Consent Solicitation for its 5.00% Senior Notes due 2026

St. Louis - February 12, 2019 - Post Holdings, Inc. (NYSE:POST) (the “Company” or “Post”) today announced that it has received consents (the “Requisite Consents”) from holders of a majority of the outstanding aggregate principal amount of its outstanding 5.00% Senior Notes due 2026 (the “Notes”) to approve proposed amendments to the indenture relating to the Notes (the “Indenture”), which the Company requested pursuant to its previously announced consent solicitation (the “Consent Solicitation”). The Consent Solicitation expired at 5:00 p.m., New York City time, on February 11, 2019 (the “Expiration Time”).

Following receipt of the Requisite Consents, the Company, its subsidiary guarantors and the trustee for the Indenture executed a supplemental indenture (the “Supplemental Indenture”) on February 8, 2019. The Supplemental Indenture amends the Indenture to (i) add an exception to the restricted payments covenant in the Indenture and (ii) revise the “Permitted Investments” definition in the Indenture to add an additional category of “Permitted Investments” under the Indenture. The Supplemental Indenture became effective upon its execution and delivery, and is binding on all holders of the Notes, even those who did not deliver a consent at or prior to the Expiration Time.

Holders who validly delivered and did not validly revoke their consents prior to the Expiration Time will receive a pro rata portion of the aggregate consent payment (the “Aggregate Consent Payment”), in the manner described in the Consent Solicitation Statement. The Company expects to make the Aggregate Consent Payment on February 12, 2019. No portion of the Aggregate Consent Payment will be payable with respect to any consents received after the Expiration Time or to holders of Notes who did not deliver a valid and unrevoked consent at or prior to the Expiration Time.

This press release is not a solicitation of consents with respect to the Notes 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 Consent Solicitation was made solely by the Consent Solicitation Statement, dated February 4, 2019, which sets forth the complete terms of the Consent Solicitation.

Questions concerning the Consent Solicitation should be directed to Deutsche Bank Securities Inc., the Solicitation Agent, at (855) 287-1922 or D.F. King & Co, Inc., the Information and Tabulation Agent, at (800) 290-6426 or post@dfking.com.

Cautionary Statement on Forward-Looking Language

Forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, are made throughout this press release. 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 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, 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.

Contact:

Investor Relations

Jennifer Meyer

jennifer.meyer@postholdings.com

(314) 644-7665