BellRing revives and restructures $840 million notes offering; initial talk 7%; pricing Tuesday

By Paul A. Harris

Portland, Ore., March 1 – Less than a week after it postponed an offering of unsecured notes because of market volatility, BellRing Distribution, LLC returned Tuesday with a shorter-maturity offering of the same size, according to market sources.

The revived deal features $840 million of eight-year senior notes (B3/B), the tenor foreshortened from the 10-year maturity on the original offer.

The non-call period remains unchanged at five years.

Initial talk is 7% (the 10-year notes had initial talk in the 7% area).

Books close at noon ET on Tuesday, and the Rule 144A and Regulation S deal is set to price thereafter.

J.P. Morgan Securities LLC, Barclays, BofA Securities Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities LLC are the joint bookrunners.

The notes are being offered in connection with Post Holdings, Inc.’s spinoff of its 80.1% interest in New BellRing to Post shareholders and the substantially concurrent completion of the related merger of a subsidiary of New BellRing into BellRing Brands, Inc.

The notes will be issued to Post as partial consideration for the transfer of certain assets to New BellRing by Post, including all of the equity interests held by Post in BellRing, BellRing Brands, LLC and cash.

Post will subsequently transfer the notes to certain of its lenders or their affiliates (the “selling noteholders”) to satisfy outstanding Post debt owed to the lenders.

New BellRing will use the cash received from Post, along with cash on hand and a draw on a new revolving credit facility that it will enter into as part of the transactions, to refinance BellRing LLC’s debt and to distribute cash to existing BellRing stockholders in connection with the merger.

The selling noteholders intend to offer the notes for resale and will receive all of the proceeds from that resale.

BellRing Distribution is a St. Louis-based holding company operating in the global convenient nutrition category, offering ready-to-drink shake and powder protein products.

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