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 2224, 2022

BELLRING DISTRIBUTION, LLC

(Exact name of registrant as specified in its charter)

Delaware	333-261741 333-261873		87-3296749
	333-261741
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
Delaware	333-261873	87-3296749
2503 S. Hanley Road	St. Louis	Missouri	63144
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(Address of Principal Executive Offices)			(Zip Code)


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:

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 8.01. Other Events.

OnWithdrawal ~~February 22,~~of ~~2022,~~ BellRing Distribution, LLC ~~(“New~~Proposed ~~BellRing”),~~Senior ~~currently~~Notes ~~a wholly-owned subsidiary of Post Holdings, Inc. (“Post”), announced that it intends to commence a private offering (the “~~Offering”) ~~by Selling Noteholders (as defined below) of $840.0 million in aggregate principal amount of New BellRing’s senior notes due 2032 (the “Notes”) to eligible purchasers.~~

~~The~~On Offering is being undertaken in connection with the previously disclosed distribution (the “Distribution”) of 80.1% of Post’s ownership interest in New BellRing to Post’s shareholders. As provided in the Transaction Agreement and Plan of Merger (the “Transaction Agreement”), dated OctoberFebruary 2624, ~~2021~~2022, ~~among Post, New~~ BellRing, ~~BellRing Brands~~Distribution, ~~Inc.~~LLC (“New BellRing”) ~~and BellRing Merger Sub Corporation~~, currently a wholly-owned subsidiary of ~~New~~Post ~~BellRing~~Holdings, Inc. (“~~Merger Sub~~Post”), ~~the~~along ~~Notes will initially be issued by New BellRing to Post, together~~ with ~~all of New BellRing’s outstanding limited liability company interests, in exchange for the contribution by~~ Post ofand ~~(i) all of its nonvoting common units of~~ BellRing Brands, ~~LLC~~Inc. (“BellRing ~~LLC~~”), ~~and~~announced ~~the~~that ~~sole~~New ~~outstanding share of~~ BellRing’s ~~Class B~~has ~~common~~withdrawn ~~stock,~~its ~~par~~previously ~~value~~announced ~~$0.01~~private ~~per~~offering ~~share, and (ii) $550.4 million in cash. Post will then exchange (the “Debt Exchange”) the Notes for certain debt obligations~~ of ~~Post~~senior ~~with~~notes ~~the holders thereof~~ (~~or their respective affiliates) (~~the “~~Selling Noteholders~~Offering”). ~~The~~No ~~Selling Noteholders intend to offer the~~ Notes ~~for~~will ~~sale~~be tosold ~~qualified institutional buyers~~ pursuant to ~~Rule 144A under the Securities Act of 1933, as amended (the “Securities~~ ~~Act”) and to non-U.S. persons outside of~~ the ~~United States in compliance with Regulation S under the Securities Act. Following the closing of the~~ Offering ~~and prior to the Distribution and the merger described below, New BellRing will convert into a Delaware corporation and change its name to BellRing Brands, Inc~~., and, at the same time, the current BellRing Brands, Inc. will change its name to BellRing Intermediate Holdings, Inc. Following completion of the Distribution, Merger Sub will merge with and into BellRing (the “Merger”) and New BellRing ~~will~~expects ~~become a new public holding company and the successor registrant~~ to ~~BellRing.~~commence ~~New BellRing will use the cash received from Post, along with cash on hand and~~ a ~~draw~~debt onfinancing the new revolving credit facility (the “New BellRing Credit Facility”) that it will enter into as part of the transactions, to refinance BellRing LLC’s existing indebtedness and to pay fees and expenses related to the transaction, ~~as well as to distribute cash to existing BellRing stockholders~~ in ~~connection with~~ the ~~Merger.~~coming ~~New BellRing will not receive any proceeds from the Offering of the Notes by the Selling Noteholders~~weeks.

~~Upon~~The ~~the completion of the~~ Offering, ~~the~~was ~~Notes~~undertaken ~~will~~in beconnection ~~unsecured~~with ~~unsubordinated obligations of New BellRing and, on~~ the ~~fourteenth day after the Notes are~~ ~~issued~~previously ~~will~~disclosed bedistribution ~~guaranteed~~of by80.1% ~~New~~of ~~BellRing~~Post’s ~~existing~~ownership ~~and~~interest ~~subsequently~~in ~~acquired~~New orBellRing ~~organized~~to ~~domestic~~Post’s ~~subsidiaries~~shareholders (~~other~~the ~~than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries designated as unrestricted subsidiaries~~“Distribution”). ~~The Notes will not be an obligation of~~ Post orcontinues ~~any~~to ofexpect ~~Post’s~~to ~~wholly-owned~~complete ~~subsidiaries. Completion of~~ the ~~Offering~~Distribution ~~will~~following besatisfaction ~~subject~~of ~~to market and~~ certain customary ~~other~~ conditions, including ~~consummation of~~ the ~~Debt~~approval ~~Exchange,~~of ~~New~~ BellRing’s ~~entry~~stockholders ~~into the~~(including ~~New BellRing Credit Facility and~~ the ~~consummation~~approval of ~~the~~BellRing’s ~~Distribution~~stockholders ~~and~~other ~~the~~than ~~Merger~~Post, inNew ~~each~~BellRing ~~case, substantially concurrently with the consummation of the Offering, consistent in all material respects with the descriptions thereof set forth in the offering memorandum relating to the Notes~~ and ~~the~~their ~~Offering~~respective affiliates).

A copy of the press release issued in connection therewith 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		BellRing Distribution, LLC, Post Holdings, Inc. and BellRing Brands, Inc. Joint Press Release dated February 2224, 2022

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 ~~the~~any ~~offering~~proposed debt financing and Post’s proposed Distribution of ~~the~~a ~~Notes~~significant portion of its interest in New BellRing to Post shareholders, including the ~~terms~~amount of New BellRing equity Post intends to distribute and ~~amounts~~the form of the ~~Notes~~Distribution. There is no assurance that any proposed debt financing or 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 any proposed debt financing or the proposed Distribution, the rapidly changing situation related to the COVID-19 pandemic and other financial, operational and legal risks and uncertainties described in Post’s ~~proposed~~ ~~distribution~~filings ofwith athe ~~significant~~Securities ~~portion~~and Exchange Commission (the “SEC”). These forward-looking statements represent Post’s judgment as of ~~its~~the ~~interest~~date of this filing. Post disclaims, however, any intent or obligation to update these forward-looking statements.

inAdditional ~~New~~Information ~~BellRing to Post shareholders, including the amount of New BellRing equity Post intends to distribute, the form of the distribution, the amount of cash Post intends to contribute to New BellRing~~ and ~~New~~Where BellRing’s intended use of the cash it receives from Post. There is no assurance that the proposed offering or 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~~Find ~~materially~~It from the forward-looking statements made herein, including risks relating to unanticipated developments that prevent, delay or negatively impact the proposed offering or the proposed distribution, the rapidly changing situation related to the COVID-19 pandemic and other financial, operational and legal 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 filing. Post disclaims, however, any intent or obligation to update these forward-looking statements.

~~Additional~~This ~~Information~~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. 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 ~~Where~~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 ~~Find~~stockholders Itof 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.

~~This filing~~The ~~does~~transaction ~~not~~and ~~constitute~~distribution ~~an offer to sell, the solicitation~~ of anthis ~~offer~~filing tomay ~~sell~~be orrestricted ~~the~~by ~~solicitation~~law ofin ancertain ~~offer~~jurisdictions toand persons ~~buy~~who ~~any~~come ~~securities,~~into ~~nor~~possession ~~shall there be any sale~~ of ~~securities in~~ any ~~jurisdiction~~document ~~in which such offer, solicitation~~ or ~~sale~~other ~~would~~information ~~be unlawful~~referred ~~prior~~ to ~~registration~~herein orshould ~~qualification~~inform ~~under~~themselves ~~the~~about ~~securities~~and ~~laws~~observe of any such ~~jurisdiction~~restrictions. NoAny ~~offer~~failure ofto ~~securities~~comply ~~shall~~with bethese ~~made~~restrictions ~~except~~may byconstitute ~~means of~~ a ~~prospectus~~violation ~~meeting the requirements~~ of ~~Section 10 of~~ the ~~Securities Act. In connection~~securities ~~with~~laws ~~the proposed transaction, New BellRing (as BellRing Distribution, LLC) has filed a registration statement~~ of ~~New~~any ~~BellRing~~such ~~on Form S-4 (File No~~jurisdiction. ~~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~~offering ~~SEC, which contains a prospectus~~ of ~~New~~securities ~~BellRing,~~will ~~dated February 14,~~be ~~2022. INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS/ PROSPECTUSES~~made, ~~PROXY~~directly ~~STATEMENT~~or ~~AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN~~indirectly, ~~ANY~~in AMENDMENTS 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~~into ~~February 3,~~any ~~2022~~jurisdiction where to ~~stockholders~~do ofso ~~BellRing~~would ~~seeking that such stockholders adopt the definitive agreement for the proposed transaction. Investors and security holders will~~ be ~~able~~inconsistent ~~to obtain these materials (when they are available) and other documents filed~~ with the ~~SEC~~laws ~~free~~ of ~~charge~~such ~~from the SEC’s website, www~~jurisdiction.~~sec.gov,~~ ~~Post’s website, www.postholdings.com, or BellRing’s website, www.bellring.com.~~

~~The~~Participants ~~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~~Solicitation 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~~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 athe ~~Solicitation~~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.

~~BellRing,~~SIGNATURES New BellRing, Post 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. 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. 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 thereunto duly authorized.

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 24, 2022	BellRing Distribution, LLC
	(Registrant)
	By: Post Holdings, Inc., its sole member

	By:	/s/ Diedre J. Gray
	Name:	Diedre J. Gray
	Title:	EVP, General Counsel & Chief Administrative Officer, Secretary

Date: February 22, 2022

BellRing Distribution, LLC (Registrant)

By: Post Holdings, Inc., its sole member

/s/ Diedre J. Gray

Diedre J. Gray

EVP, General Counsel & Chief Administrative Officer, Secretary

Filing Compare · BellRing Distribution, LLC