Post Holdings to Acquire Perfection Pet Foods
10 Outubro 2023 - 9:30AM
Post Holdings, Inc. (NYSE: Post) (“Post”), a consumer packaged
goods holding company, announced today it has agreed to acquire the
assets of Perfection Pet Foods, LLC (“Perfection”) for $235
million.
Perfection is a leading manufacturer and packager
of private label and co-manufactured pet food and baked treat
products. The acquisition includes two manufacturing facilities in
Visalia, California, which will provide Post with additional
manufacturing capacity to insource a portion of its current pet
food business and an entry point into the private label and
co-manufacturing pet food category. Upon closing of the
acquisition, the financial results of Perfection are expected to be
reported in the Post Consumer Brands segment.
Inclusive of stand-up costs, Post management
expects Perfection to contribute approximately $25 million of
Adjusted EBITDA* in the next 12 months following the close of the
acquisition. Additionally, Post expects the acquisition to result
in a tax benefit to Post with a net present value of approximately
$20 million and reduce future capital expenditures previously
earmarked for capacity expansion. The acquisition is expected to be
completed late in the fourth calendar quarter of 2023, Post’s first
quarter of fiscal year 2024, subject to customary closing
conditions.
* For additional information regarding non-GAAP
measures, such as Adjusted EBITDA, see the related explanations
presented under “Use of Non-GAAP Measure” later in this
release.
Additional Information
Lincoln International LLC served as financial
advisor to Perfection.
Use of Non-GAAP Measure
In this release, Post discloses its expectations as
to the expected Adjusted EBITDA contribution from Perfection. Post
uses Adjusted EBITDA, a non-GAAP measure, in this release to
supplement the financial measures prepared in accordance with U.S.
generally accepted accounting principles (“GAAP”). Adjusted EBITDA
represents earnings before interest, income taxes, depreciation and
amortization and other adjustments. Adjusted EBITDA is not prepared
in accordance with U.S. GAAP, as it excludes certain items, and may
not be comparable to a similarly titled measure of other
companies.
Post management uses certain non-GAAP measures,
including Adjusted EBITDA, as key metrics in the evaluation of
underlying company and segment performance, in making financial,
operating and planning decisions, and, in part, in the
determination of bonuses for its executive officers and employees.
Additionally, Post is required to comply with certain covenants and
limitations that are based on variations of EBITDA in its financing
documents. Post management believes the use of non-GAAP measures,
including Adjusted EBITDA, provides increased transparency and
assists investors in understanding the underlying operating
performance of Post and its segments and in the analysis of ongoing
operating trends.
Because Post discusses Adjusted EBITDA in this
release only in relation to management’s expectations of the future
effect of the Perfection acquisition on this non-GAAP measure, Post
has not provided a reconciliation of this forward-looking Adjusted
EBITDA expectation to the most directly comparable GAAP measure due
to the inherent difficulty in forecasting and quantifying certain
amounts that are necessary for such reconciliation, including
adjustments that could be made for mark-to-market adjustments on
commodity hedges, transaction and integration costs and other
charges reflected in Post’s reconciliations of historical numbers,
the amounts of which, based on historical experience, could be
significant.
Prospective Financial
Information
Prospective financial information is necessarily
speculative in nature, and it can be expected that some or all of
the assumptions underlying the prospective financial information
described above will not materialize or will vary significantly
from actual results. For further discussion of some of the factors
that may cause actual results to vary materially from the
information provided above, see “Forward-Looking Statements” below.
Accordingly, the prospective financial information provided above
is only an estimate of what Post’s management believes is
realizable as of the date of this release. It also should be
recognized that the reliability of any forecasted financial data
diminishes the farther in the future that the data is forecasted.
In light of the foregoing, the information should be viewed in
context and undue reliance should not be placed upon it.
Forward Looking Statements
Certain matters discussed in this release are
forward-looking statements. These forward-looking statements are
made based on known events and circumstances at the time of
release, and as such, are subject to uncertainty and changes in
circumstances. These forward-looking statements include Post’s
expected Adjusted EBITDA contribution from Perfection, expected tax
benefit from the acquisition and expected reduction of future
capital expenditures, as well as the anticipated timing of
completion of the acquisition. Such statements involve certain
risks and uncertainties that could cause actual results to differ
materially from the forward-looking statements made herein. These
risks and uncertainties include risks relating to the timing and
ability to satisfy the closing conditions for the proposed
acquisition, the occurrence of any event, change or other
circumstance that could delay the closing of the proposed
acquisition, and other risks and uncertainties described in Post’s
filings with the Securities and Exchange Commission. These
forward-looking statements represent Post’s judgement as of the
date of this release. Post disclaims, however, any intent or
obligation to update these forward-looking statements. All
forward-looking statements in this release are qualified in their
entirety by this cautionary statement.
About Post Holdings, Inc.
Post Holdings, Inc., headquartered in St. Louis,
Missouri, is a consumer packaged goods holding company with
businesses operating in the center-of-the-store, refrigerated,
foodservice and food ingredient categories. Its businesses include
Post Consumer Brands, Weetabix, Michael Foods and Bob Evans Farms.
Post Consumer Brands is a leader in the North American ready-to-eat
cereal and pet food categories and also markets Peter Pan® peanut
butter. Weetabix is home to the United Kingdom’s number one selling
ready-to-eat cereal brand, Weetabix®. Michael Foods and Bob Evans
Farms are leaders in refrigerated foods, delivering innovative,
value-added egg and refrigerated potato side dish products to the
foodservice and retail channels. Post participates in the private
brand food category through its ownership interest in 8th Avenue
Food & Provisions, Inc. For more information, visit
www.postholdings.com.
Contact:Investor RelationsDaniel
O’Rourkedaniel.orourke@postholdings.com(314) 806-3959
Media RelationsLisa
Hanlylisa.hanly@postholdings.com(314) 665-3180
A photo accompanying this announcement is available at
https://www.globenewswire.com/NewsRoom/AttachmentNg/23a4a4ee-f2dc-4960-9d46-d61997c90f93
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