Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-261873
Prospectus Supplement No. 10
(To Prospectus dated February 14, 2022)
BELLRING DISTRIBUTION, LLC
78,076,819 SHARES OF COMMON STOCK
This prospectus supplement updates, amends and supplements the prospectus dated February 14, 2022 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form S-4 and Form S-1 (Registration No. 333-261873). Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus.
This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with the information contained or incorporated by reference below.
This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.
INVESTING IN OUR SECURITIES INVOLVES CERTAIN RISKS. SEE “RISK FACTORS” BEGINNING ON PAGE 29 OF THE PROSPECTUS.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is February 28, 2022
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 28, 2022
Post Holdings, Inc.
(Exact name of registrant as specified in its charter)
Missouri | 001-35305 | 45-3355106 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
2503 S. Hanley Road St. Louis Missouri | 63144 | |
(Address of Principal Executive Offices) | (Zip Code) |
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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, $0.01 par value per share | POST | New York Stock Exchange |
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 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans
On February 28, 2022, Post Holdings, Inc. (“Post”) sent a notice (the “Blackout Notice”) to its directors and executive officers informing them that they will be subject to certain trading restrictions with respect to Post common stock acquired in connection with their services as a director or an executive officer of Post as a result of a blackout period (the “Blackout Period”), described below, under the Post Holdings, Inc. Savings Investment Plan, the 8th Avenue Food & Provisions, Inc. 401(k) Plan, and the BellRing Brands, Inc. 401(k) Plan (each individually, a “Plan” and collectively, the “Plans”), which are retirement plans sponsored by Post and intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended.
The administrator of the Plans will impose restrictions on transactions by participants in the Plans during the Blackout Period in order to provide for the conversion of the Post Common Stock Funds in the Plans (the “Post Stock Funds”), which are investment options under the Plans that consist primarily of shares of Post common stock, into a new stock fund in respect of common stock of BellRing Distribution, Inc. (following its conversion from a Delaware limited liability company to a Delaware corporation) (“New BellRing”), in connection with, and contingent upon, the closing of the spin-off contemplated under the Transaction Agreement and Plan of Merger entered into on October 26, 2021, as amended on February 28, 2022, and certain other transaction-related agreements among Post and New BellRing (the “Spin-Off”). During this Blackout Period, Plan participants and beneficiaries temporarily will be prevented from effecting transactions involving the Post Stock Funds.
The Blackout Notice informed Post’s directors and executive officers that during the Blackout Period they will be subject to certain trading restrictions with respect to shares of Post common stock (including derivative securities such as stock options) acquired in connection with their services as a director or an executive officer of Post.
The Blackout Period is currently expected to begin at 1:00 p.m., Eastern Time, on March 10, 2022, and to end during the week beginning March 20, 2022. A security holder or other interested person may obtain the actual beginning and ending dates of the Blackout Period without charge, any time on or after March 10, 2022 and on or before the date that is two years after the end of the Blackout Period, by contacting Diedre Gray, Executive Vice President, General Counsel and Chief Administrative Officer, Secretary of Post at (314) 644-7600 or in writing at Post Holdings, Inc., c/o Diedre Gray, General Counsel, 2503 S. Hanley Road, St. Louis, MO 63144.
A copy of the Blackout Notice sent to directors and executive officers of Post, which includes the information required by Rule 104(b) of Regulation BTR, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
99.1 | Required Black-Out Notice - Spin-Off-Related Stock Trading Restrictions, dated February 28, 2022 | |
104 | Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document) |
Cautionary Statement on Forward-Looking Language
Certain matters discussed in this filing are forward-looking statements. These forward-looking statements are made based on known events and circumstances at the time of release, and as such, are subject to uncertainty and changes in circumstances. These forward-looking statements include statements regarding Post’s proposed distribution of a significant portion of its interest in BellRing Brands, Inc. (“BellRing”) to Post shareholders, including the form of the distribution and the duration of the Blackout Period associated with the distribution.
There is no assurance that the proposed distribution will be completed as anticipated or at all, and there are a number of risks, uncertainties and assumptions that could cause actual results to differ materially from the forward-looking statements made herein, including risks relating to unanticipated developments that prevent, delay or negatively impact the proposed distribution, the ongoing conflict in Ukraine, the rapidly changing situation related to the COVID-19 pandemic and other risks and uncertainties described in Post’s filings with the Securities and Exchange Commission (the “SEC”). These forward-looking statements represent Post’s judgment as of the date of this release. Post disclaims, however, any intent or obligation to update these forward-looking statements.
Additional Information and Where to Find It
This filing does not constitute an offer to sell, the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. In connection with the proposed transaction, New BellRing (as BellRing Distribution, LLC) has filed a registration statement of New BellRing on Form S-4 (File No. 333-261741) with the SEC, which contains a prospectus of New BellRing and a definitive proxy statement of BellRing, dated February 3, 2022, and a registration statement of New BellRing on Form S-4/S-1 (File No. 333-261873) with the SEC, which contains a prospectus of New BellRing, dated February 14, 2022. INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS/ PROSPECTUSES, PROXY STATEMENT AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN, ANY AMENDMENTS OR SUPPLEMENTS TO THESE FILINGS, AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NEW BELLRING, BELLRING AND THE PROPOSED TRANSACTION. The registration statements were declared effective by the SEC on February 3, 2022, and a definitive proxy statement/prospectus was mailed on or about February 3, 2022 to stockholders of BellRing seeking that such stockholders adopt the definitive agreement for the proposed transaction. Investors and security holders will be able to obtain these materials (when they are available) and other documents filed with the SEC free of charge from the SEC’s website, www.sec.gov, Post’s website, www.postholdings.com, or BellRing’s website, www.bellring.com.
The transaction and distribution of this filing may be restricted by law in certain jurisdictions and persons who come into possession of any document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No offering of securities will be made, directly or indirectly, in or into any jurisdiction where to do so would be inconsistent with the laws of such jurisdiction.
Participants in a Solicitation
Post, BellRing, New BellRing and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from BellRing’s stockholders with respect to the approvals required to complete the proposed transaction. More detailed information regarding the identity of these potential participants, and any direct or indirect interests they may have in the proposed transaction, by security holdings or otherwise, is set forth in BellRing’s definitive proxy statement filed with the SEC. Information regarding the directors and executive officers of Post is available in its definitive proxy statement, which was filed with the SEC on December 6, 2021. Information regarding the directors and executive officers of BellRing is available in its definitive proxy statement, which was filed with the SEC on December 29, 2021, and its definitive proxy statement relating to the proposed transaction, which was filed with the SEC on February 3, 2022. Free copies of these documents may be obtained as described above.
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 hereunto duly authorized.
Date: February 28, 2022 | Post Holdings, Inc. | |||||
(Registrant) | ||||||
By: | /s/ Diedre J. Gray | |||||
Name: | Diedre J. Gray | |||||
Title: | EVP, General Counsel & Chief Administrative Officer, Secretary |
Exhibit 99.1
February 28, 2022
Required Blackout Notice – Spin-Off-Related Stock Trading Restrictions
As you know, Post Holdings, Inc. (“Post”) is spinning off a significant portion of its interests (the “Spin-Off”) in BellRing Distribution, LLC (“New BellRing”), which is expected to close in March 2022, on the terms and subject to the conditions set forth in the Transaction Agreement and Plan of Merger entered into on October 26, 2021, as amended on February 28, 2022, and certain other transaction-related agreements. This notice informs you that, during a Blackout Period (as discussed further below) relating to the Spin-Off that will affect certain participants in the Post Holdings, Inc. Savings Investment Plan, the 8th Avenue Food & Provisions, Inc. 401(k) Plan, and the BellRing Brands, Inc. 401(k) Plan (each individually, a “Plan” and collectively, the “Plans”), directors and executive officers will be prohibited from trading in Company Securities (as defined below), whether or not they participate in a Plan.
The Spin-Off will impact the Post Common Stock Funds in the Plans (the “Stock Funds”). The Stock Funds are unitized stock funds that consists of shares of Post common stock (the “Plan Shares”) along with a small amount of cash. Participants will temporarily be unable to conduct certain transactions with respect to their Plan account balances for a period during which the administrator for the Plans will process the distribution of New BellRing shares pursuant to the Spin-Off. The period during which participants will be unable to transfer, sell or conduct other transactions with respect to Plan Shares is called the “Blackout Period.” During the Blackout Period, participants who hold Plan Shares will temporarily be unable to perform certain transactions involving the Stock Funds, including the following: (1) diversify or direct investments into or out of the Stock Funds, (2) obtain a full distribution from the Plans and (3) exercise certain other rights generally available under the Plans with respect to investments in the Stock Funds (e.g., withdrawals, obtaining loans). In addition, in-kind distributions from the Stock Funds will be restricted during the Blackout Period.
In addition, pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 and Regulation BTR under the Securities Exchange Act of 1934, as amended, during the Blackout Period, you generally may not enter into any transaction with respect to shares of Post common stock (including any derivative securities such as stock options) (“Company Securities”), whether or not you participate in a Plan. Specifically, during the Blackout Period, you are prohibited from, directly or indirectly, purchasing, selling or otherwise acquiring or transferring any Company Securities, including exercising stock options, if you acquired such Post shares or equity awards in connection with your services as a director or executive officer of Post (subject to certain narrow exceptions). This trading restriction includes indirect trading where you have a pecuniary interest in the transaction (such as transactions by family members, partnerships, corporations or trusts in which you have a pecuniary interest).
The Blackout Period is currently expected to begin at 1:00 p.m., Eastern Time, on March 10, 2022, and to end during the week beginning March 20, 2022 . We will notify you if the expected start of the Blackout Period changes, and we will notify you in advance if the expected end of the Blackout Period changes, unless it is not practicable to provide such advance notice.
There are limited exemptions to the foregoing restrictions, including: bona fide gifts; transactions involving Company Securities that you are able to demonstrate were not acquired in connection with your service or employment as a director or executive officer; and transactions pursuant to a plan intended to comply with the affirmative defense conditions of Rule 10b5-1, provided that such Rule 10b5-1 plan was not entered into or modified during the Blackout Period and you were unaware of the actual or approximate beginning or ending dates of the Blackout Period at the time of the transaction. Proposed transactions should be discussed with Diedre Gray, Executive Vice President, General Counsel and Chief Administrative Officer, Secretary of the Company, before you or your family members take any action concerning Company Securities during this period.
Please note that the trading restrictions implemented because of the Blackout Period are in addition to other trading restrictions under Post’s Insider Trading Policy.
Questions regarding this notice or the Blackout Period (including questions regarding whether the Blackout Period has begun or ended) may be directed to Diedre Gray at (314) 644-7600. You may request a paper version of this notice by contacting Diedre Gray. You may also address any questions by mail to:
Post Holdings, Inc.
c/o Diedre Gray, General Counsel
2503 S. Hanley Road
St. Louis, MO 63144
If this notice has been delivered to you by electronic means, you have the right to receive a paper version of this notice, and may request a paper version of this notice at no charge by contacting Diedre Gray as indicated above.