Post Holdings, Inc. (OTCMKTS:POSTU) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01Completion of Acquisition or Disposition of Assets.
On July 3, 2017, Post Holdings, Inc. (“Post” or the “Company”) completed its previously announced acquisition of Latimer Newco 2 Limited, a company registered in England and Wales (“Latimer”), and of Latimer’s direct and indirect subsidiaries, including Weetabix Limited (collectively the “Weetabix Group”). The transaction was effected to the Agreement for the Sale and Purchase of the Entire Issued Share Capital of Latimer Newco 2 Limited, dated April 18, 2017 (the “Purchase Agreement”), among the Company, its subsidiary Westminster Acquisition Limited, a company registered in England and Wales (the “Buyer”), Barnes (BVI) Limited, Bright Food Europe Limited and certain members of the Weetabix Group’s management, each of whom was identified in the Purchase Agreement, which was included as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 18, 2017. Latimer and the other members of the Weetabix Group are now wholly owned by Buyer and are indirect subsidiaries of the Company.
The purchase price the Company paid in connection with the acquisition was approximately £1.4 billion in cash. The Company funded the purchase price with existing cash on hand and proceeds of its previously reported borrowing on June 29, 2017 of $1.0 billion under Joinder Agreement No. 2 under the Company’s existing Amended and Restated Credit Agreement.
The Company will file by amendment to this Current Report on Form 8-K with the SEC the financial statements and pro forma financial information required to be filed to Rule 3-05 of Regulation S-X and Article 11 of Regulation S-X not later than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed with the SEC.
A copy of the press release issued in connection the closing of the acquisition is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Post intends to file the financial statements relating to the acquisition described in Item 2.01 above under cover of Form 8-K/A no later than 71 calendar days after the date this Current Report on Form 8-K was required to be filed.
(b) Pro Forma Financial Information.
Post intends to file pro forma financial information relating to the acquisition described in Item 2.01 above under cover of Form 8-K/A no later than 71 calendar days after the date this Current Report on Form 8-K was required to be filed.
(d) Exhibits.
See Exhibit Index.
Post Holdings, Inc. ExhibitEX-99.1 2 ex991weetabixclosingpr.htm EXHIBIT 99.1 – PRESS RELEASE Exhibit Exhibit 99.1Post Holdings Completes Acquisition of WeetabixSt. Louis,…To view the full exhibit click here
