5,500,000 SHARES POST HOLDINGS, INC. COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • May 28th, 2014 • Post Holdings, Inc. • Grain mill products • New York
Post Holdings, Inc., a Missouri corporation (the “Company”), proposes to sell 5,500,000 shares (the “Firm Stock”) of the Company’s common stock, par value $.01 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of 825,000 additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
POST HOLDINGS, INC. 2,500,000 5.25% TANGIBLE EQUITY UNITS UNDERWRITING AGREEMENTUnderwriting Agreement • May 28th, 2014 • Post Holdings, Inc. • Grain mill products • New York
Each Security has a stated amount of $100.00 (the “Stated Amount”) and consists of (1) a prepaid stock purchase contract (each, a “Purchase Contract”) under which the holder has purchased and the Company will agree to deliver on June 1, 2017, subject to postponement in certain circumstances and subject to any early settlement or redemption of such Purchase Contract pursuant to the provisions thereof and of the purchase contract agreement (the “Purchase Contract Agreement”), to be dated as of the Initial Delivery Date (as defined herein), among the Company, U.S. Bank National Association, as purchase contract agent (the “Purchase Contract Agent”), U.S. Bank National Association, as attorney-in-fact for the holders of the Purchase Contracts from time to time, and U.S. Bank National Association, as trustee (the “Trustee”), a number of shares of common stock of the Company, par value $0.01 per share (the “Common Stock”), determined pursuant to the terms of the Purchase Contracts and the Pu
PURCHASE CONTRACT AGREEMENT Dated as of May 28, 2014 Between POST HOLDINGS, INC. and U.S. BANK NATIONAL ASSOCIATION, as Purchase Contract Agent and as Trustee under the Indenture referred to hereinPurchase Contract Agreement • May 28th, 2014 • Post Holdings, Inc. • Grain mill products • New York
PURCHASE CONTRACT AGREEMENT, dated as of May 28, 2014, between Post Holdings, Inc., a Missouri corporation (the “Company”), and U.S. Bank National Association, a national banking association, acting as purchase contract agent and attorney-in-fact for the Holders (as defined herein) of Purchase Contracts (as defined herein) from time to time (the “Purchase Contract Agent”) and as Trustee (as defined herein).
SENIOR INDENTURESenior Indenture • May 28th, 2014 • Post Holdings, Inc. • Grain mill products • New York
INDENTURE dated as of May 28, 2014 between Post Holdings, Inc., a corporation organized under the laws of the State of Missouri (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).
First Supplemental Indenture Dated as of May 28, 2014 to the Senior Indenture Dated as of May 28, 2014 5.25% Senior Amortizing Notes due 2017Supplemental Indenture • May 28th, 2014 • Post Holdings, Inc. • Grain mill products • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 28, 2014, between Post Holdings, Inc., a Missouri corporation (the “Company”), and U.S. Bank National Association (the “Trustee”), as trustee, supplements the senior indenture, dated as of May 28, 2014, between the Company and the Trustee (as amended or supplemented from time to time in accordance with the terms thereof, the “Base Indenture” and together with the Supplemental Indenture, the “Indenture”).
