Post Holdings, Inc. (OTCMKTS:POSTU) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.

Entry into a Material Definitive Agreement.

On February 8, 2019, Post Holdings, Inc. (the “Company” or “Post”), its guarantor subsidiaries and Wells Fargo Bank, National Association, as trustee (the “Trustee”), entered into a Fourth Supplemental Indenture (the “Supplemental Indenture”) to the Indenture, dated as of August 3, 2016 (the “Indenture”) by and among the Company, the guarantors party thereto and the Trustee, to the Company’s previously announced consent solicitation (the “Consent Solicitation”) with respect to the Company’s 5.00% Senior Notes due 2026 (the “Notes”).

The Supplemental Indenture (i) adds an exception to the “Restricted Payments” covenant contained in Section 4.07 of the Indenture and (ii) revises the “Permitted Investments” definition in the Indenture to add an additional category of “Permitted Investments” under the Indenture.

Section 4.07 of the Indenture generally restricts the Company and its Restricted Subsidiaries (as defined in the Indenture) from making certain payments or investments and taking certain actions as specified in Section 4.07 and which are defined in the Indenture as “Restricted Payments.” Section 4.07 also provides for a number of exceptions to these restrictions. The Supplemental Indenture amends the “Restricted Payments” covenant contained in Section 4.07 of the Indenture to permit an additional category of Restricted Payments in an aggregate amount in any fiscal year not to exceed an amount equal to 4.0% of the Company’s Market Capitalization (as defined in the Supplemental Indenture).

Investments (as defined in the Indenture) that are Permitted Investments may be made by the Company and its Restricted Subsidiaries without such Investments being Restricted Payments. The Supplemental Indenture amends the definition of “Permitted Investments” in the Indenture to permit an additional Investment basket that allows Investments in any Unrestricted Subsidiary (as defined in the Indenture) or joint venture of the Company or of any of its Restricted Subsidiaries having an aggregate fair market value not to exceed (a) the greater of (i) $370.0 million and (ii) 4.0% of Consolidated Total Assets (as defined in the Indenture) plus (b) 50% of the aggregate cash dividends and distributions received by the Company or any Restricted Subsidiary from any such Investments if the Company elects to include such dividends or distributions in this basket.

The foregoing description of the Supplemental Indenture is qualified in its entirety by reference to the full text of the Supplemental Indenture filed as Exhibit 4.1 hereto and incorporated by reference herein.

On February 12, 2019, the Company issued a press release announcing the successful completion of the Consent Solicitation regarding the Supplemental Indenture, described in Item 1.01 above. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

(d) Exhibits

Post Holdings, Inc. Exhibit
EX-4.1 2 ex4-1xfourthsupplementalin.htm EXHIBIT 4.1 – FOURTH SUPPL INDENTURE Exhibit Exhibit 4.1FOURTH SUPPLEMENTAL INDENTURETHIS FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is dated as of February 8,…
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