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BellRing Brands (BRBR) Prices Upsized 14.8M Share Secondary Offering at $23.50/sh

August 9, 2022 6:24 AM EDT

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BellRing Brands, Inc. (NYSE: BRBR) yesterday announced the pricing of its underwritten offering of shares of its common stock currently owned by Post Holdings, Inc. (“Post”), BellRing’s former parent company, at a public offering price of $23.50 per share. The offering was upsized from 10,808,473 shares to 14,800,000 shares of BellRing’s common stock. Post expects to exchange such shares of our common stock for certain indebtedness of Post held by J.P. Morgan Securities LLC, Barclays Bank PLC, Citicorp North America, Inc., Goldman Sachs Lending Partners LLC and Morgan Stanley & Co. LLC (collectively, the “term loan lenders”) prior to the closing of the offering. The term loan lenders or their designees (collectively, the “selling stockholders”) then expect to sell such shares of common stock to the underwriters in the offering. BellRing is not selling any shares of its common stock and will not receive any proceeds from the sale of the shares in the offering. The offering is expected to close on August 11, 2022, subject to customary closing conditions.

Following the completion of the offering, Post will own 4,597,339 shares of common stock of BellRing.

As part of and subject to the completion of the offering, BellRing intends to concurrently repurchase from the underwriters 800,000 shares out of the aggregate 14,800,000 shares of its common stock that are the subject of the offering. The price per share to be paid by BellRing will equal the price at which the underwriters will purchase the shares of BellRing’s common stock from the selling stockholders in the offering.

J.P. Morgan Securities LLC, Barclays Capital Inc., Morgan Stanley & Co. LLC, Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC are acting as joint lead book-runners and representatives of the underwriters for the offering.

A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission (the “Commission”) and has become effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The offering is being made only by means of a prospectus supplement and an accompanying prospectus. A copy of the preliminary prospectus supplement and accompanying prospectus related to the offering may be obtained from: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (866) 803-9204 or by e-mail at [email protected]; Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (888) 603-5847 or by e-mail at [email protected]; Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, by telephone at (866) 718-1649, Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, by telephone at (800) 831-9146 or Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at (866) 471-2526 or by e-mail at [email protected] You may also obtain a copy of the preliminary prospectus supplement and accompanying prospectus, without charge, by visiting the Commission’s website at http://www.sec.gov.



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