Submit Holdings Pronounces Money Gentle Trade in for five.625% Senior Notes Due 2028

ST. LOUIS, Aug. 8, 2024 /PRNewswire/ — Submit Holdings, Inc. (NYSE:POST) (the “Company” or “Post”) these days introduced it has commenced a money affectionate do business in (the “Tender Offer”) to buy as much as $475.0 million in mixture predominant quantity (matter to extend, the “Maximum Tender Amount”) of its 5.625% senior notes due 2028 (the “Notes”). 

Trade in to Acquire as much as $475.0 million in Mixture Primary Quantity of the Notes Indexed Beneath:  

Gentle Trade in Main points

The Gentle Trade in is being made at the phrases and matter to the situations, together with a financing status, poised forth within the Trade in to Acquire, dated August 8, 2024 (as it can be amended or supplemented, the “Offer to Purchase”), which units forth a extra colorful description of the Gentle Trade in. Holders of the Notes are suggested to learn in moderation the Trade in to Acquire ahead of making any resolution with admire to the Gentle Trade in.

Matter to the Most Gentle Quantity, proration (if appropriate) and the pride or waiver of the situations to the Gentle Trade in, together with that the Corporate has gained proceeds from a senior notes providing ample, ambitious within the Corporate’s sole discretion, to investmrent the acquisition of the Notes (the “Financing Condition”), the Corporate will settle for for acquire at the Early Agreement Day or the Ultimate Agreement Day (every outlined beneath), as appropriate, Notes validly tendered within the Gentle Trade in.

The Gentle Trade in will expire at 5:00 p.m., Pristine York Town date, on September 6, 2024, or any alternative day and date to which the Corporate extends the Gentle Trade in (such day and date, as it can be prolonged, the “Expiration Time”), until previous terminated.

To be eligible to obtain the Early Gentle Attention, which contains an early affectionate top rate of $50 in step with $1,000 predominant quantity of Notes (the “Early Tender Premium”), holders of Notes will have to validly affectionate their Notes at or previous to 5:00 p.m., Pristine York Town date, on August 21, 2024, until prolonged or the Gentle Trade in is previous terminated by means of the Corporate (such day and date, as it can be prolonged, the “Early Tender Time”).

Holders of Notes that validly affectionate their Notes nearest the Early Gentle Week, however at or previous to the Expiration Week, will most effective be eligible to obtain the Past due Gentle Attention (outlined beneath).

Precedence of Acceptance and Proration

Notes validly tendered at or previous to the Early Gentle Week can be authorised for acquire in precedence to alternative Notes validly tendered nearest the Early Gentle Week. Accordingly, if the Most Gentle Quantity is reached because of tenders of Notes made at or previous to the Early Gentle Week, Notes tendered nearest the Early Gentle Week might not be authorised for acquire (until the Most Gentle Quantity is higher by means of the Corporate, in its sole discretion, matter to appropriate legislation). If the combination predominant quantity of Notes validly tendered exceeds the Most Gentle Quantity at the appropriate agreement day, the quantity of Notes bought within the Gentle Trade in can be prorated as poised forth within the Trade in to Acquire.

Attention and Accumulated Hobby

The dignity (the “Early Tender Consideration”) presented in step with $1,000 predominant quantity of Notes validly tendered at or previous to the Early Gentle Week, and authorised for acquire pursuant to the Gentle Trade in, can be ambitious within the method described within the Trade in to Acquire by means of connection with the mounted unfold for the Notes (the “Fixed Spread”) specified within the desk above, plus the turnover to adulthood in response to the bid-side worth of the U.S. Treasury Reference Safety specified within the desk above as quoted at the Bloomberg Reference Web page specified within the desk above at 10:00 a.m., Pristine York Town date, on August 22, 2024, until prolonged or the Gentle Trade in is previous terminated by means of the Corporate.

The Early Gentle Week is the terminating day and date for holders to affectionate their Notes to deliver to be eligible to obtain the Early Gentle Attention. Holders of any Notes which might be validly tendered nearest the Early Gentle Week, however at or previous to the Expiration Week, and which might be authorised for acquire, will obtain an quantity equivalent to the Early Gentle Attention minus the Early Gentle Top rate (the “Late Tender Consideration”).

Along with the Early Gentle Attention or the Past due Gentle Attention, as appropriate, holders whose Notes are bought within the Gentle Trade in will obtain accumulated and unpaid passion from the terminating passion cost day as much as, however no longer together with, the appropriate agreement day.

Agreement

Aside from as poised forth within the paragraph beneath, cost for the Notes which might be validly tendered at or previous to the Expiration Week, and which might be authorised for acquire, can be made at the day known as the “Final Settlement Date.” The Corporate anticipates that the Ultimate Agreement Day can be September 10, 2024, the second one industry presen nearest the Expiration Week, matter to all situations to the Gentle Trade in, together with the Financing Status, having been happy or waived by means of the Corporate.

The Corporate reserves the appropriate, in its sole discretion, to pay for Notes which might be validly tendered at or previous to the Early Gentle Week, and which might be authorised for acquire, on a day following the Early Gentle Week and previous to the Expiration Week (the “Early Settlement Date”). The Corporate anticipates that the Early Agreement Day can be August 23, 2024, the second one industry presen nearest the Early Gentle Week, matter to all situations to the Gentle Trade in, together with the Financing Status, having been happy or waived by means of the Corporate.

Withdrawal Statuses

Notes tendered pursuant to the Gentle Trade in could also be withdrawn at any date at or previous to 5:00 p.m., Pristine York Town date, on August 21, 2024, until prolonged or the Gentle Trade in is previous terminated by means of the Corporate (such day and date, as it can be prolonged, the “Withdrawal Deadline”), however no longer thereafter.

Then the Withdrawal Cut-off date, holders won’t pull out their tendered Notes until the Corporate amends the Gentle Trade in in a fashion this is materially adversarial to the tendering holders, by which case withdrawal rights could also be prolonged to the level required by means of legislation, or because the Corporate differently determines is acceptable to permit tendering holders an inexpensive alternative to reply to such modification. Moreover, the Corporate, in its sole discretion, would possibly prolong the Withdrawal Cut-off date for any function. Notes withdrawn previous to the Withdrawal Cut-off date could also be tendered once more at or previous to the Expiration Week, based on the procedures poised forth within the Trade in to Acquire.

If a holder holds their Notes thru a custodian reserve, dealer, broker or alternative nominee, such nominee will have an previous time limit or points in time for receiving directions to take part or pull out tendered Notes within the Gentle Trade in.

The Corporate’s legal responsibility to simply accept for acquire and to pay for the Notes validly tendered within the Gentle Trade in is matter to the pride or waiver of quite a lot of situations described within the Trade in to Acquire, together with the Financing Status. The Gentle Trade in could also be terminated or withdrawn, matter to appropriate legislation. The Corporate reserves the appropriate, matter to appropriate legislation, to (i) waive any and all situations to the Gentle Trade in, (ii) prolong or stop the Gentle Trade in or (iii) differently amend the Gentle Trade in the least bit (together with expanding or lowering the Most Gentle Quantity).

Broker Supervisor and Depositary and Knowledge Agent

The Corporate has appointed Barclays Capital Inc. as broker supervisor (the “Dealer Manager”) for the Gentle Trade in. The Corporate has retained D.F. King & Co., Inc. because the depositary and knowledge agent for the Gentle Trade in. For supplementary knowledge in regards to the phrases of the Gentle Trade in, please touch: Barclays Capital Inc. at (800) 438-3242 (toll-free) or (212) 528-7581 (gather). Demands of paperwork and questions in regards to the tendering of securities could also be directed to D.F. King & Co., Inc. by means of phone at (212) 269-5550 (for banks and agents most effective) or (877) 732-3613 (toll-free) or by means of e-mail at [email protected] or to the Broker Supervisor at its phone numbers.

Not one of the Corporate, the Broker Supervisor, the depositary and knowledge agent or the trustee for the Notes makes any advice as as to if holders of the Notes will have to affectionate any Notes in keeping with the Gentle Trade in. Holders of the Notes will have to form their very own resolution as as to if to affectionate any in their Notes and, if that is so, the predominant quantity of Notes to affectionate. This press reduce is for informational functions most effective and does no longer represent an do business in to promote or the solicitation of an do business in to shop for any safety and shall no longer represent an do business in, solicitation or sale in any jurisdiction by which such providing, solicitation or sale can be illegal. The Gentle Trade in is being made exclusively by way of the Trade in to Acquire. In the ones jurisdictions the place the securities, blue sky or alternative regulations require any affectionate do business in to be made by means of an authorized dealer or broker, the Gentle Trade in can be deemed to be made by and for the Corporate by means of the Broker Supervisor or a number of registered agents or sellers authorized below the regulations of such jurisdiction.

From date to date nearest final touch of the Gentle Trade in, the Corporate or its associates would possibly acquire supplementary Notes within the obvious marketplace, in privately negotiated transactions, thru affectionate or alternate offer or alternative modes, or the Corporate would possibly redeem Notes pursuant to their phrases. Any hour purchases could also be at the identical phrases or on phrases which might be roughly favorable to holders of the Notes than the phrases of the Gentle Trade in.

Cautionary Commentary on Ahead-Taking a look Language

Ahead-looking statements, throughout the which means of Division 27A of the Securities Operate and Division 21E of the Securities Trade Operate of 1934, as amended, are made all through this press reduce, together with statements in regards to the Gentle Trade in and the Trade in to Acquire. Those forward-looking statements are on occasion recognized from the utility of forward-looking phrases comparable to “believe,” “should,” “could,” “potential,” “continue,” “expect,” “project,” “estimate,” “predict,” “anticipate,” “aim,” “intend,” “plan,” “forecast,” “target,” “is likely,” “will,” “can,” “may,” “would” or the unfavorable of those phrases or matching expressions in different places on this press reduce. All forward-looking statements are matter to quite a lot of notable elements, dangers, uncertainties and guesses that might purpose original effects to range materially from the ones described in any forward-looking statements. Those elements and dangers come with, however aren’t restricted to, unanticipated trends that forbid, prolong or negatively affect the Gentle Trade in and alternative monetary, operational and prison dangers and uncertainties colorful from date to date within the Corporate’s cautionary statements contained in its filings with the Securities and Trade Fee. The Corporate won’t consummate the Gentle Trade in as described on this press reduce and there can also be refuse oath that the Gentle Trade in can be finished as expected or in any respect. Those forward-looking statements constitute the Corporate’s judgment as of the day of this press reduce. The Corporate disclaims, alternatively, any intent or legal responsibility to replace those forward-looking statements.

About Submit Holdings, Inc.

Submit Holdings, Inc., headquartered in St. Louis, Missouri, is a client packaged items preserving corporate with companies working within the center-of-the-store, refrigerated, foodservice and meals component divisions.

Touch:
Investor Family members
Daniel O’Rourke
[email protected]
(314) 806-3959

SOURCE Submit Holdings, Inc.