Post Holdings acquires Smucker's pet food business for ~$1.2B in cash and stock

Post Holdings, Inc.

Purchase price ~$1.2B: $700M cash plus 5.39M shares of Post common stock; inventory adjustment may apply.
Acquires pet food brands including Rachael Ray Nutrish, 9Lives, Kibbles 'n Bits, Gravy Train, Nature's Recipe and private label assets.
Includes manufacturing facilities in Bloomsburg (PA), Meadville (PA) and Lawrence (KS).
Closing subject to HSR clearance and customary conditions; expected by Nov 7, 2023, with possible extension.
Stock consideration issued under Section 4(a)(2) exemption; registration rights agreement to be executed at closing.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Post Holdings, Inc. entered into Purchase Agreement with The J. M. Smucker Company valued at approximately $1.2 billion (effective 2023-02-08).

Action: entry
Agreement: asset purchase
Counterparty: The J. M. Smucker Company
Value: approximately $1.2 billion
Effective: 2023-02-08

Exact text from the filing

On February 8, 2023, Post Holdings, Inc., a Missouri corporation (“Post”), and PCB Sub, LLC, a Delaware limited liability company and newly formed, wholly-owned, indirect subsidiary of Post (“PCB Sub”), entered into an asset purchase agreement (the “Purchase Agreement”) with The J. M. Smucker Company, an Ohio corporation (“Smucker”), pursuant to which Post, through PCB Sub, will acquire from Smucker certain assets related to Smucker’s pet food business, including brands such as Rachael Ray ® Nutrish ® , Nature’s Recipe ® , 9Lives ® , Kibbles ‘n Bits ® and Gravy Train ® , as well as private label pet food assets (the "Business"), for a purchase price of approximately $1.2 billion on a cash-free, debt-free basis, subject to an inventory adjustment as described in the Purchase Agreement (the “Transaction”).

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Post Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001530950-23-000064

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