Post Holdings Announces Cash Tender Offer for 5.625% Senior Notes Due 2028
Post Holdings (NYSE:POST) has launched a cash tender offer to purchase up to $475.0 million of its 5.625% senior notes due 2028. The offer expires on September 6, 2024, with an early tender deadline of August 21, 2024. Holders tendering by the early deadline are eligible for the Early Tender Consideration, which includes a $50 per $1,000 principal amount premium. The offer is subject to conditions, including a financing condition. Notes tendered by the early deadline will be prioritized for acceptance. If oversubscribed, the tender offer will be prorated. The company reserves the right to increase the maximum tender amount. Barclays Capital is acting as dealer manager for the offer.
Post Holdings (NYSE:POST) ha lanciato un'offerta di acquisto in contante per acquisire fino a 475,0 milioni di dollari dei suoi titoli senior con un tasso di interesse del 5,625% in scadenza nel 2028. L'offerta scade il 6 settembre 2024, con una scadenza anticipata per la presentazione delle domande fissata al 21 agosto 2024. I detentori che presenteranno le loro domande entro la scadenza anticipata avranno diritto a una Considerazione Anticipata, che include un premio di 50 dollari per ogni 1.000 dollari di importo nominale. L'offerta è soggetta a condizioni, compresa una condizione di finanziamento. I titoli presentati entro la scadenza anticipata saranno prioritizzati per l'accettazione. In caso di sovrascrittura, l'offerta sarà ripartita. L'azienda si riserva il diritto di aumentare l'importo massimo dell'offerta. Barclays Capital funge da gestore dell'offerta.
Post Holdings (NYSE:POST) ha lanzado una oferta en efectivo para adquirir hasta 475.0 millones de dólares de sus notas senior al 5.625% que vencen en 2028. La oferta expira el 6 de septiembre de 2024, con una fecha límite anticipada de presentación el 21 de agosto de 2024. Los titulares que presenten sus ofertas antes de la fecha límite anticipada son elegibles para la Consideración por Presentación Anticipada, que incluye un premio de 50 dólares por cada 1.000 dólares de monto principal. La oferta está sujeta a condiciones, incluida una condición de financiamiento. Las notas presentadas antes de la fecha límite anticipada tendrán prioridad para su aceptación. Si hay una demanda excesiva, la oferta se prorrateará. La compañía se reserva el derecho de aumentar el monto máximo de la oferta. Barclays Capital actúa como administrador de la oferta.
Post Holdings (NYSE:POST)는 2028년 만기 5.625% 선순위 채권 4억 7,500만 달러를 구매하기 위한 현금 입찰 제안을 시작했습니다. 이 제안은 2024년 9월 6일에 종료되며, 조기 제출 마감일은 2024년 8월 21일입니다. 조기 마감일까지 신청하는 보유자는 조기 제출 고려 혜택의 자격이 있으며, 이는 1,000달러의 원금당 50달러의 프리미엄을 포함합니다. 이 제안은 자금 조달 조건 등 여러 조건에 따라 진행됩니다. 조기 마감일까지 제출된 채권은 우선적으로 수락됩니다. 과잉 청약이 발생할 경우, 입찰 제안은 비례 배분됩니다. 회사는 최대 입찰 금액을 늘릴 권리를 보유합니다. Barclays Capital은 이 제안을 위한 딜러 매니저 역할을 합니다.
Post Holdings (NYSE:POST) a lancé une offre d'achat en espèces pour acquérir jusqu'à 475 millions de dollars de ses obligations senior à 5,625 % arrivant à échéance en 2028. L'offre expire le 6 septembre 2024, avec une date limite de soumission anticipée fixée au 21 août 2024. Les détenteurs qui soumettent leur offre avant la date limite anticipée sont éligibles à la Considération Anticipée, qui inclut une prime de 50 dollars par tranche de 1 000 dollars de montant nominal. L'offre est soumise à des conditions, y compris une condition de financement. Les notes soumises avant la date limite anticipée seront prioritaires pour l'acceptation. En cas de sursouscription, l'offre sera prorata. L'entreprise se réserve le droit d'augmenter le montant maximal de l'offre. Barclays Capital agit en tant que gestionnaire de l'offre.
Post Holdings (NYSE:POST) hat ein Angebot zum Kauf von bis zu 475,0 Millionen US-Dollar seiner 5,625% Senior Notes mit Fälligkeit 2028 gestartet. Das Angebot läuft am 6. September 2024 aus, mit einer frühen Annahmeschlussfrist am 21. August 2024. Inhaber, die bis zur frühen Frist anbieten, sind berechtigt für die Frühannahmevergütung, die eine Prämie von 50 US-Dollar pro 1.000 US-Dollar Nennwert umfasst. Das Angebot unterliegt Bedingungen, einschließlich einer Finanzierungsbedingung. Die bis zur frühen Frist angebotenen Notes haben Vorrang bei der Annahme. Bei Überzeichnung wird das Angebot prorata verteilt. Das Unternehmen behält sich das Recht vor, den maximalen Tenderbetrag zu erhöhen. Barclays Capital fungiert als Deal-Manager für das Angebot.
- Potential reduction of $475 million in outstanding debt
- Early tender premium of $50 per $1,000 principal amount offered
- Flexibility to increase the maximum tender amount
- Tender offer subject to financing condition
- Potential for proration if offer is oversubscribed
- May result in loss of future interest income for noteholders who tender
Insights
Post Holdings' tender offer for up to
The tiered structure of the offer, with an early tender premium of
Investors should note that this move doesn't necessarily reduce overall debt but rather reshuffles it, potentially at more favorable terms for Post Holdings.
This tender offer signals Post Holdings' proactive approach to liability management in a rising interest rate environment. With
The market reaction to this news will be important to watch. If successful, this move could be viewed positively by investors as it demonstrates financial flexibility. However, the impact on Post's credit ratings and overall leverage should be monitored, especially if new debt is issued to finance this tender.
The tender's success may also provide insights into investor sentiment towards Post Holdings and the broader packaged foods sector, particularly if the offer is oversubscribed or undersubscribed.
Offer to Purchase up to
Title of | CUSIP Nos. | ISINs | Principal | Maximum |
| Bloomberg | Fixed | Early Tender |
| 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 (defined below) and accepted for purchase is calculated using the Fixed Spread (defined below) and is inclusive of the Early Tender Premium (defined below). |
Tender Offer Details
The Tender Offer is being made on the terms and subject to the conditions, including a financing condition, set forth in the Offer to Purchase, dated August 8, 2024 (as it may be amended or supplemented, the "Offer to Purchase"), which sets forth a more detailed description of the Tender Offer. Holders of the Notes are urged to read carefully the Offer to Purchase before making any decision with respect to the Tender Offer.
Subject to the Maximum Tender Amount, proration (if applicable) and the satisfaction or waiver of the conditions to the Tender Offer, including that the Company has received proceeds from a senior notes offering sufficient, determined in the Company's sole discretion, to fund the purchase of the Notes (the "Financing Condition"), the Company will accept for purchase on the Early Settlement Date or the Final Settlement Date (each defined below), as applicable, Notes validly tendered in the Tender Offer.
The Tender Offer will expire at 5:00 p.m.,
To be eligible to receive the Early Tender Consideration, which includes an early tender premium of
Holders of Notes that validly tender their Notes after the Early Tender Time, but at or prior to the Expiration Time, will only be eligible to receive the Late Tender Consideration (defined below).
Priority of Acceptance and Proration
Notes validly tendered at or prior to the Early Tender Time will be accepted for purchase in priority to other Notes validly tendered after the Early Tender Time. Accordingly, if the Maximum Tender Amount is reached as a result of tenders of Notes made at or prior to the Early Tender Time, Notes tendered after the Early Tender Time will not be accepted for purchase (unless the Maximum Tender Amount is increased by the Company, in its sole discretion, subject to applicable law). If the aggregate principal amount of Notes validly tendered exceeds the Maximum Tender Amount on the applicable settlement date, the amount of Notes purchased in the Tender Offer will be prorated as set forth in the Offer to Purchase.
Consideration and Accrued Interest
The consideration (the "Early Tender Consideration") offered per
The Early Tender Time is the last date and time for holders to tender their Notes in order to be eligible to receive the Early Tender Consideration. Holders of any Notes that are validly tendered after the Early Tender Time, but at or prior to the Expiration Time, and that are accepted for purchase, will receive an amount equal to the Early Tender Consideration minus the Early Tender Premium (the "Late Tender Consideration").
In addition to the Early Tender Consideration or the Late Tender Consideration, as applicable, 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
Except as set forth in the paragraph below, payment for the Notes that are validly tendered at or prior to the Expiration Time, and that are accepted for purchase, will be made on the date referred to as the "Final Settlement Date." The Company anticipates that the Final Settlement Date will be September 10, 2024, the second business day after the Expiration Time, subject to all conditions to the Tender Offer, including the Financing Condition, having been satisfied or waived by the Company.
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 the Expiration Time (the "Early Settlement Date"). The Company anticipates that the Early Settlement Date will be August 23, 2024, the second business day after the Early Tender Time, subject to all conditions to the Tender Offer, including the Financing Condition, having been satisfied or waived by the Company.
Withdrawal Conditions
Notes tendered pursuant to the Tender Offer may be withdrawn at any time at or prior to 5:00 p.m.,
After the Withdrawal Deadline, holders may not withdraw their tendered Notes unless the Company amends the Tender Offer in a manner that is materially adverse to the tendering holders, in which case withdrawal rights may be extended to the extent required by law, or as the Company otherwise determines is appropriate to allow tendering holders a reasonable opportunity to respond to such amendment. Additionally, the Company, in its sole discretion, may extend the Withdrawal Deadline for any purpose. Notes withdrawn prior to the Withdrawal Deadline may be tendered again at or prior to the Expiration Time, in accordance with the procedures set forth in the Offer to Purchase.
If a holder holds their Notes through a custodian bank, broker, dealer or other nominee, such nominee may have an earlier deadline or deadlines for receiving instructions to participate or withdraw tendered Notes in the Tender Offer.
The Company's obligation to accept for purchase and to pay for the Notes validly tendered in the Tender Offer is subject to the satisfaction or waiver of a number of conditions described in the Offer to Purchase, including the Financing Condition. The Tender Offer may be terminated or withdrawn, subject to applicable law. The Company reserves the right, subject to applicable law, to (i) waive any and all conditions to the Tender Offer, (ii) extend or terminate the Tender Offer or (iii) otherwise amend the Tender Offer in any respect (including increasing or decreasing the Maximum Tender Amount).
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.
None of the Company, the Dealer Manager, the depositary and information agent or the trustee for the Notes makes any recommendation as to whether holders of the Notes should tender any Notes in response to the Tender Offer. Holders of the Notes must make their own decision as to whether to tender any of their Notes and, if so, the principal amount of Notes to tender. This press release 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 Offer is 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 Offer 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.
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 amount Post Holdings is offering to purchase in its tender offer for 5.625% Senior Notes due 2028?
When does the early tender deadline expire for Post Holdings' tender offer (NYSE:POST)?
What is the early tender premium offered in Post Holdings' tender offer for its 2028 notes?
When is the final expiration date for Post Holdings' tender offer of its 5.625% Senior Notes due 2028?
