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BellRing Brands, Inc. – ‘8-K’ for 8/8/22

On:  Wednesday, 8/10/22, at 5:59pm ET   ·   As of:  8/11/22   ·   For:  8/8/22   ·   Accession #:  1193125-22-217526   ·   File #:  1-39093

Previous ‘8-K’:  ‘8-K’ on / for 8/8/22   ·   Latest ‘8-K’:  This Filing

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/11/22  BellRing Brands, Inc.             8-K:7,8,9   8/08/22   13:483K                                   Donnelley … Solutions/FA

Current Report   —   Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     28K 
 2: EX-1.1      Underwriting Agreement or Conflict Minerals Report  HTML    213K 
 3: EX-99.1     Miscellaneous Exhibit                               HTML     13K 
 4: EX-99.2     Miscellaneous Exhibit                               HTML     13K 
 8: R1          Document and Entity Information                     HTML     46K 
11: XML         IDEA XML File -- Filing Summary                      XML     13K 
 9: XML         XBRL Instance -- d392958d8k_htm                      XML     14K 
10: EXCEL       IDEA Workbook of Financial Reports                  XLSX      8K 
 6: EX-101.LAB  XBRL Labels -- brbr-20220808_lab                     XML     53K 
 7: EX-101.PRE  XBRL Presentations -- brbr-20220808_pre              XML     34K 
 5: EX-101.SCH  XBRL Schema -- brbr-20220808                         XSD     12K 
12: JSON        XBRL Instance as JSON Data -- MetaLinks               11±    18K 
13: ZIP         XBRL Zipped Folder -- 0001193125-22-217526-xbrl      Zip     87K 


‘8-K’   —   Current Report


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 iX: 
  8-K  
 i false  i 0001772016 0001772016 2022-08-08 2022-08-08

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM  i 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  i August 8, 2022

 

 

 

LOGO

 i BellRing Brands, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 i Delaware    i 001-39093    i 87-3296749

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 i 2503 S. Hanley Road    i St. Louis    i Missouri     i 63144
(Address of Principal Executive Offices)    (Zip Code)

Registrant’s telephone number, including area code:  i (314)  i 644-7600

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

   i 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

   i 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

   i 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

   i 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange

on which registered

 i Common Stock, $0.01 par value per share    i BRBR    i New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  i 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 7.01. Regulation FD Disclosure

On August 8, 2022, BellRing Brands, Inc. (“BellRing”) issued a press release announcing an underwritten offering (the “Offering”) of shares of common stock of BellRing, par value $0.01 per share, by certain selling stockholders. As part of and subject to the completion of the Offering, BellRing expects to concurrently repurchase 800,000 shares out of the aggregate 14,800,000 shares of its common stock that are the subject of the Offering. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

On August 9, 2022, BellRing issued a press release announcing the upsizing and pricing of the Offering. A copy of the press release is furnished as Exhibit 99.2 hereto and is incorporated herein by reference.

The information contained in Item 7.01, including Exhibit 99.1 and Exhibit 99.2 attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall they be deemed incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 8.01. Other Events.

On August 8, 2022, BellRing entered into an Underwriting Agreement (the Underwriting Agreement), by and among BellRing, the selling stockholders named therein (collectively, the “Selling Stockholders”), Post Holdings, Inc., and J.P. Morgan Securities LLC, Barclays Capital Inc., Morgan Stanley & Co. LLC, Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein, relating to the Offering by the Selling Stockholders of 14,800,000 shares (the “Shares”) of BellRing’s common stock. The Offering was made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-266656), filed on August 8, 2022. BellRing will not receive any proceeds from the Offering.

In addition, pursuant to the Underwriting Agreement, BellRing will repurchase from the underwriters 800,000 Shares at the price at which the underwriters have agreed to purchase the Shares from the selling stockholders in the Offering. The repurchase is subject to the completion of the Offering.

The offering of the Shares and the share repurchase are expected to close on August 11, 2022, subject to customary closing conditions.

The description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, which is incorporated herein by reference and attached to this report as Exhibit 1.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

No.

   Description
1.1    Underwriting Agreement, dated August 8, 2022, by and among BellRing Brands, Inc., the Selling Stockholders named therein, Post Holdings, Inc. and J.P. Morgan Securities LLC, Barclays Capital Inc., Morgan Stanley & Co. LLC, Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein.
99.1    Press Release, dated August 8, 2022, announcing the Offering
99.2    Press Release, dated August 9, 2022, announcing the upsizing and pricing of the Offering
104    Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document)


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: August 10, 2022   BellRing Brands, Inc.
    (Registrant)
    By:  

/s/ Craig Rosenthal

    Name:   Craig Rosenthal
    Title:   Senior Vice President & General Counsel

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed as of:8/11/22
Filed on:8/10/22424B7
8/9/22
For Period end:8/8/22424B7,  8-K,  S-3ASR
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