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~~March 1, 2022

~~BellRing~~BELLRING ~~Distribution~~DISTRIBUTION, LLC

(Exact name of registrant as specified in its charter)

Delaware	333-261741 333-261873	~~87-3296749~~	87-3296749
(State or other jurisdiction of incorporation)	(Commission File Number)	~~(IRS Employer Identification No.)~~	(IRS Employer Identification No.)
2503 S. Hanley Road	St. Louis	Missouri	63144
(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 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

AsOn ~~previously announced, on October~~March 261, ~~2021~~2022, BellRing Distribution, LLC (“New BellRing”), currently a wholly-owned subsidiary of Post Holdings, Inc. (“Post”), announced ~~entered~~that ~~into~~it aintends ~~Transaction~~to ~~Agreement~~commence ~~and~~a ~~Plan~~private ofoffering ~~Merger~~ (the “~~Transaction Agreement~~Offering”) ~~with~~by ~~Post,~~Selling ~~BellRing~~Noteholders ~~Brands,~~(as ~~Inc.~~defined ~~(“BellRing”~~below) ~~and BellRing Merger Sub Corporation, a wholly-owned subsidiary~~ of ~~New BellRing (“Merger Sub”)~~$840. ~~Pursuant to the Transaction Agreement and subject to certain conditions, among other things, (i)~~0 ~~Post~~million ~~will contribute its share of BellRing Class B common stock, all of its membership interests of BellRing Brands, LLC and cash to New BellRing~~ in ~~exchange~~aggregate ~~for~~principal ~~all~~amount of ~~the then-outstanding equity of~~ New BellRing’s ~~and~~senior ~~debt securities of New BellRing (“New BellRing~~ notes~~”),~~ ~~(ii)~~due ~~New~~2030 ~~BellRing will convert into a Delaware corporation,~~ (iii) following such conversion, Post will then distribute at least 80.1% of its shares of New BellRing common stock to Post shareholders in a pro-rata distribution and (iv) upon completion of such distribution, Merger Sub will merge with and into BellRing, with BellRing as the ~~surviving corporation and a wholly-owned subsidiary of New BellRing (the~~ “~~merger~~Notes”)~~. The Transaction Agreement also provides that the New~~ ~~BellRing~~to ~~notes~~eligible ~~will have a term of ten years~~purchasers.

OnThe ~~February~~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 October 26, 2021, as amended on February 28, 2022, among Post, New BellRing, ~~Post~~BellRing Brands, Inc. (“BellRing”) and BellRing Merger Sub ~~entered~~Corporation, ~~into~~a anwholly-owned subsidiary of New BellRing (“Merger Sub”), the Notes will initially be issued by New BellRing to Post, together with all ~~Amendment~~of ~~No.~~New BellRing’s outstanding limited liability company interests, in exchange for the contribution by Post of (i) 1all toof ~~Transaction~~its ~~Agreement~~nonvoting ~~and~~common ~~Plan~~units of ~~Merger~~BellRing Brands, LLC (“~~Amendment~~BellRing NoLLC”) and the sole outstanding share of BellRing’s Class B common stock, par value $0.01 per share, and (ii) $550.4 1million toin cash. Post will then exchange (the ~~Transaction~~“Debt ~~Agreement~~Exchange”), the Notes for certain debt obligations of Post with the holders thereof (or their respective affiliates) (the “Selling Noteholders”). The Selling Noteholders intend to offer the Notes for sale to qualified institutional buyers pursuant to ~~which~~Rule 144A under the ~~Transaction~~Securities ~~Agreement~~Act ~~was~~of 1933, as amended (the “Securities Act”) and to ~~provide~~non-U.S. ~~that~~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, ~~unless~~New ~~otherwise~~BellRing ~~agreed~~will byconvert into a Delaware corporation and change its name to BellRing Brands, Inc., and, at the ~~parties~~same ~~thereto~~time, the current BellRing Brands, Inc. will change its name to BellRing Intermediate Holdings, Inc. Following incompletion ~~writing~~of the Distribution, Merger Sub will merge with and into BellRing (the “Merger”) and New BellRing ~~notes~~will become a new public holding company and the successor registrant to BellRing. New BellRing will ~~have~~use the cash received from Post, along with cash on hand and a ~~term~~draw on the new revolving credit facility (the “New BellRing Credit Facility”) that it will enter into as part of nothe ~~less~~transactions, ~~than~~to ~~eight~~refinance ~~years~~BellRing ~~but~~LLC’s noexisting ~~greater~~indebtedness ~~than~~and ~~ten~~to ~~years~~pay fees and expenses related to the transaction, as well as to distribute cash to existing BellRing stockholders in connection with the Merger. New BellRing will not receive any proceeds from the Offering of the Notes by the Selling Noteholders.

~~The~~Upon ~~foregoing~~the ~~summary description~~completion of ~~Amendment~~the ~~No. 1~~Offering, to the ~~Transaction~~Notes ~~Agreement~~will be unsecured unsubordinated obligations of New BellRing and, on the ~~transactions~~fourteenth ~~contemplated~~day ~~thereby~~after ~~does~~the ~~not~~Notes ~~purport~~are issued towill be ~~complete~~guaranteed by New BellRing’s existing and issubsequently ~~subject~~acquired toor organized domestic subsidiaries (other than immaterial subsidiaries, certain excluded subsidiaries and ~~qualified~~subsidiaries indesignated ~~its~~as ~~entirety~~unrestricted bysubsidiaries). ~~reference~~The Notes towill ~~Amendment~~not Nobe an obligation of Post or any of Post’s wholly-owned subsidiaries. 1 toCompletion of the ~~Transaction Agreement~~Offering will be subject to market and certain other conditions, aincluding ~~copy~~consummation of ~~which~~the isDebt ~~attached~~Exchange, ~~hereto~~New asBellRing’s ~~Exhibit 2.1~~entry into the New BellRing Credit Facility and the ~~terms~~consummation of ~~which~~the ~~are~~Distribution ~~incorporated~~and ~~herein~~the byMerger, ~~reference~~in each 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 Offering.

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		Press Release dated March 1, 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 ~~proposed~~Offering ~~transaction among Post, BellRing, New BellRing and Merger Sub. There is no assurance that the proposed transaction 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~~Notes, including ~~risks relating to unanticipated developments that prevent, delay or negatively impact~~ the ~~proposed~~terms ~~transaction, the ongoing conflict in Ukraine, the rapidly changing situation related to the COVID-19 pandemic~~ and ~~other~~amounts ~~risks~~of ~~and uncertainties described in Post’s filings with~~ the ~~Securities~~Notes, and ~~Exchange Commission (the “SEC”). These forward-looking statements represent~~ Post’s ~~judgment~~ asproposed ofDistribution ~~the date~~ of ~~this~~a ~~filing.~~significant ~~Post~~portion ~~disclaims,~~of ~~however,~~its ~~any~~interest ~~intent or obligation to update these forward-looking statements.~~

~~Additional~~ in ~~Information~~New 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 ~~Where~~New toBellRing’s ~~Find~~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 materially 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 ongoing conflict in Ukraine, 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.

~~This~~Additional ~~filing~~Information 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 aWhere 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~~Find ofIt 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 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 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 ~~the~~a Solicitation

~~Post,~~ BellRing, 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.

~~Item~~SIGNATURES ~~9.01. Financial Statements and Exhibits.~~

~~(d)~~Pursuant ~~Exhibits~~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.

Exhibit No.	Description
Date: March 1, 2022		BellRing Distribution, LLC (Registrant)
2.1	Amendment No. 1 to Transaction Agreement and Plan of Merger, dated as of February 28, 2022, by and among Post Holdings, Inc., BellRing Brands, Inc., BellRing Distribution, LLC and BellRing Merger Sub Corporation
		By: Post Holdings, Inc., its sole member
104	Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document)
		By:	/s/ Diedre J. Gray
		Name:	Diedre J. Gray
		Title:	EVP, General Counsel & Chief Administrative Officer, Secretary

SIGNATURE

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

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

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