Post Holdings announces pricing of 3 million shares of convertible preferred stock; net proceeds of offering expected to be between US$290.5M and US$334M

Nevin Barich

ST. LOUIS , December 11, 2013 (press release) – Post Holdings, Inc. (POST) (the "Company") announced today that it has priced its offering of 3,000,000 shares of a newly created series of convertible preferred stock to be designated as its 2.5% Series C Cumulative Perpetual Convertible Preferred Stock (the "Preferred Stock"). The Company also has granted the initial purchasers of the Preferred Stock a 30-day option to purchase up to an additional $45 million (or 450,000 shares) of Preferred Stock. Proceeds net of fees from this offering are expected to be approximately $290.5 million, or approximately $334.0 million if the initial purchasers exercise their option in full. The Company intends to use the net proceeds from the offering for general corporate purposes, which may include, among other things, financing the pending acquisitions and any additional acquisition opportunities, working capital and capital expenditures. The offering is expected to close on December 16, 2013, subject to customary closing conditions.

Dividends will be payable on the Preferred Stock when, as, and if, declared by the Company's Board of Directors on a cumulative basis quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, beginning on February 15, 2014 at a rate of 2.5% per year on the liquidation preference of $100 per share. The holders of the Preferred Stock will have the right at any time to convert each share of Preferred Stock into shares of the Company's common stock at an initial conversion rate of 1.8477 shares of the Company's common stock, which represents an initial conversion price of approximately $54.12 per share of common stock, plus cash in lieu of any fractional shares. The conversion rate, and thus the conversion price, will be subject to adjustment under certain circumstances. On or after February 15, 2019, the Company will have the right under certain circumstances to redeem some or all of the Preferred Stock.

The Preferred Stock was offered in the United States to qualified institutional buyers in an offering exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The Preferred Stock and any shares of the Company's common stock into which the Preferred Stock is convertible have not been registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

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