Blog: BELLRING BRANDS, INC. : Regulation FD Disclosure, Other Events, Financial Statements and Exhibits (form 8-K) –

Item 7.01. Regulation FD Disclosure

On November 21, 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 the Selling Stockholder (as defined
below). As part of and subject to the completion of the Offering, BellRing
expects to concurrently repurchase 925,000 shares out of the aggregate 4,597,339
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

The information contained in Item 7.01, including Exhibit 99.1 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

Item 8.01. Other Events.

On November 21, 2022, BellRing entered into an Underwriting Agreement (the
“Underwriting Agreement”), by and among BellRing, the selling stockholder named
therein (the “Selling Stockholder”), Post Holdings, Inc., and J.P. Morgan
Securities LLC, as representative of the several underwriters named therein,
relating to the Offering by the Selling Stockholder of 4,597,339 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 925,000 Shares at the price at which the underwriters have
agreed to purchase the Shares from the Selling Stockholder 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
November 25, 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.

  No.                                    Description

 1.1          Underwriting Agreement, dated November 21, 2022, by and among
            BellRing Brands, Inc., the Selling Stockholder named therein, Post
            Holdings, Inc. and J.P. Morgan Securities LLC, as representative of
            the several underwriters named therein

99.1          Press Release, dated November 21, 2022, announcing the Offering

104         Cover Page Interactive Data File (the cover page iXBRL tags are
            embedded within the Inline XBRL document)


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