Post Holdings Enters Material Agreement, New Financial Obligation

TL;DR

**Post Holdings just took on new debt or a big contract, watch for details!**

AI Summary

Post Holdings, Inc. filed an 8-K on February 26, 2024, reporting an event on February 20, 2024, concerning the entry into a material definitive agreement and the creation of a direct financial obligation. The filing indicates the company, a grain mill products manufacturer based in St. Louis, Missouri, has undertaken new financial commitments. This suggests a significant operational or strategic move by Post Holdings, Inc. (NYSE: POST).

Why It Matters

This filing signals a new financial commitment for Post Holdings, potentially impacting its balance sheet, future earnings, and strategic direction. Investors should monitor the details of this agreement for its implications on the company's financial health and growth prospects.

Risk Assessment

Risk Level: medium — The filing indicates new financial obligations without specifying the nature or amount, which introduces uncertainty and potential risk.

Key Players & Entities

• Post Holdings, Inc. (company) — Registrant
• February 20, 2024 (date) — Date of earliest event reported
• February 26, 2024 (date) — Filing date
• St. Louis, Missouri (company) — Principal executive offices location
• 001-35305 (company) — Commission File Number

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value per share POST New York Stock
• $750.0 million — dment: replaces the Company's existing $750.0 million revolving credit facility (the "Prior R
• $1,000.0 million — olving credit facility in the amount of $1,000.0 million (the "New Revolving Credit Facility");
• $300.0 million — suance to repay in full the outstanding $300.0 million principal balance of the Prior Revolvin
• $400.0 million — repay in full the Company's outstanding $400.0 million incremental term loan under the Credit
• $459.3 million — gregate outstanding principal amount of $459.3 million (the "Redemption Amount"). The Company

Filing Documents

• post-20240220.htm (8-K) — 53KB
• ex4-1xpostxindenturefebrua.htm (EX-4.1) — 1276KB
• ex10-1xpostxthirdamendtose.htm (EX-10.1) — 2356KB
• ex10-2xpostxnotessecuritya.htm (EX-10.2) — 412KB
• ex10-3xpostxparipassuinter.htm (EX-10.3) — 385KB
• post-20240220_g1.jpg (GRAPHIC) — 410KB
• 0001530950-24-000077.txt ( ) — 6352KB
• post-20240220.xsd (EX-101.SCH) — 2KB
• post-20240220_lab.xml (EX-101.LAB) — 26KB
• post-20240220_pre.xml (EX-101.PRE) — 13KB
• post-20240220_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. The disclosures under Item 2.03 of this Current Report on Form 8-K (i) under the heading "Credit Agreement Amendment" and (ii) with respect to the Notes Security Agreement (as defined below) and the Intercreditor Agreement (as defined below) are each incorporated into this Item 1.01 by this reference. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. Credit Agreement Amendment On February 20, 2024, Post Holdings, Inc. (the "Company") entered into a Third Amendment to Second Amended and Restated Credit Agreement and Agency Transfer (the "Amendment") by and among the Company, as borrower, certain of the Company's subsidiaries, as guarantors, Barclays Bank PLC ("Barclays"), as administrative agent under the Credit Agreement (as defined below) prior to the effective date of the Amendment, JPMorgan Chase Bank, N.A. ("JPMorgan Chase"), as administrative agent under the Credit Agreement from and after the effective date of the Amendment, the institutions constituting the 2024 Revolving Credit Lenders, the L/C Issuers and the Swing Line Lender (as each such term is defined in the Amendment). The Amendment amends the Company's Second Amended and Restated Credit Agreement, dated as of March 18, 2020 (as previously amended and as amended by the Amendment, the "Credit Agreement"). Among other provisions, the Amendment: replaces the Company's existing $750.0 million revolving credit facility (the "Prior Revolving Credit Facility") with a new revolving credit facility in the amount of $1,000.0 million (the "New Revolving Credit Facility"); extends the maturity date of the New Revolving Credit Facility to February 20, 2029; provided that if on October 16, 2027 the Company's 5.625% senior notes due 2028 have not been redeemed in full in cash or refinanced and replaced in full with notes and/or loans maturing at least 91 days after February 20, 20

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Indenture, dated as of February 20, 2024, by and among Post Holdings, Inc., the Guarantors (as defined therein) and Computershare Trust Company, N.A., as trustee and notes collateral agent. 10.1 Third Amendment to Second Amended and Restated Credit Agreement and Agency Transfer, dated as of February 20, 2024, by and among Post Holdings, Inc., as borrower, certain of its subsidiaries, as guarantors, Barclays Bank PLC, as administrative agent under the Credit Agreement prior to the effective date of the Amendment, JPMorgan Chase Bank, N.A., as administrative agent under the Credit Agreement from and after the effective date of the Amendment, the institutions constituting the 2024 Revolving Credit Lenders, the L/C Issuers and the Swing Line Lender (as each such term is defined in the Amendment). *10.2 Notes Security Agreement, dated as of February 20, 2024, by and among Post Holdings, Inc., certain of its subsidiaries as provided therein and Computershare Trust Company, N.A., as collateral agent. 10.3 Pari Passu Intercreditor Agreement, dated as of February 20, 2024, by and between JPMorgan Chase Bank, N.A., as initial first lien representative and initial first lien collateral agent, and Computershare Trust Company, National Association, as initial other collateral agent and initial other representative, and acknowledged and agreed to by Post Holdings, Inc. and certain of its subsidiaries as provided therein. 104 Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document) * Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally to the Securities and Exchange Commission (the "SEC") a copy of any omitted exhibit or schedule upon request by the SEC. 5

SIGNATURES

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 26, 2024 Post Holdings, Inc. (Registrant) By: /s/ Diedre J. Gray Name: Diedre J. Gray Title: EVP, General Counsel & Chief Administrative Officer, Secretary 6

View Full Filing

View this 8-K filing on SEC EDGAR