Cleary Gottlieb advised Post Holdings Inc. (Post), which on October 28, 2021, announced the signing of a transaction agreement with BellRing Brands Inc. (BellRing) related to Post’s previously announced plan to distribute a significant portion of its interest in BellRing to Post’s shareholders.
Under the agreement, Post will contribute its membership units of BellRing Brands LLC (BellRing LLC) into a newly formed subsidiary (New BellRing), in exchange for New BellRing stock and debt securities. Post will distribute at least 80% of its New BellRing stock to its shareholders in a pro-rata distribution, an exchange offer or a combination of both, depending on market conditions. Upon completion of the distribution, BellRing will merge with a subsidiary of New BellRing and each outstanding share of BellRing Class A common stock will be converted into a share of New BellRing common stock plus a to-be-determined amount of cash per share. Following the merger, New BellRing will be renamed “BellRing Brands Inc.” and its common stock will continue to be traded under the ticker symbol “BRBR.”
For more information, please see the press release here.