Post Holdings, Inc. · NYSE:POST
Post — Merger or Acquisition (August 2018)
15 slides from Post's merger presentation, Aug 3, 2018
Slide 1: Post Holdings, Inc. Announces Formation of 8th Avenue Food & Provisions
August 3, 2018 Post Holdings, Inc. Announces Formation of 8th Avenue Food & Provisions
Slide 2: Cautionary Statement Regarding Forward-Looking Statements
Cautionary Statement Regarding Forward‐Looking Statements Certain matters discussed in this presentation are forward‐looking statements • significant volatility in the costs or availability of certain raw materials, within the meaning of the Private Securities Litigation Reform Act of 1995. These co
Slide 3: Cautionary Statement Regarding Forward-Looking Statements (Cont'd)
Cautionary Statement Regarding Forward‐Looking Statements (Cont’d) (CONTINUED FROM PRIOR PAGE): • costs, business disruptions and reputational damage associated with • costs associated with Bob Evans’s sale and separation of its restaurant business information technology failures, cybersecurity inci
Slide 4: Additional Information: Non-GAAP Financial Measures
Additional Information Non‐GAAP Financial Measures In this presentation, Post provides its fiscal year 2018 Adjusted EBITDA guidance While Post reports financial results in accordance with accounting principles and discloses Bob Evans’ expected Adjusted EBITDA on an annual basis only on a generally
Slide 5: Additional Information (Cont'd): Prospective Financial Information
Additional Information (Cont’d) Prospective Financial Information The prospective financial information provided in this presentation regarding Post’s Post’s fiscal year 2018 Adjusted EBITDA guidance and Bob Evans’ expected Adjusted future performance, including Post’s fiscal year 2018 Adjusted EBIT
Slide 6: Transaction Overview
Transaction Overview • Post and Thomas H. Lee Partners (“THL”) are together capitalizing 8th Avenue Food & Provisions (“8th Avenue”) for the purpose of driving consolidation in the private brands category ̶ 8th Avenue consists of Post’s nut butter, healthy snacks (granola and dried fruit and nut) an
Slide 7: Strategic Rationale for Post
Strategic Rationale for Post Significant value creation opportunity by driving private brand consolidation ̶ Allows direct access to capital ̶ Focuses management on singular objective ̶ Post retains meaningful upside and preserves tax efficiency Receive significant cash proceeds upfront, enablin
Slide 8: Strategic Rationale for 8th Avenue
Strategic Rationale for 8th Avenue Enhanced singular focus on attractive and on‐trend private brands businesses with leadership positions in stable and growing categories ̶ Largest private brand manufacturer of nut butter products in the US1 ̶ Leading provider of private brand granola products in
Slide 9: Forecasted Impact on Post's Net Leverage
Forecasted Impact on Post’s Net Leverage Forecasted Shared Post ($ in mm) Post 8th Avenue Services Net of 8th Avenue Adjusted EBITDA $ 1,2611 ($111) 2 $ 7 3 $ 1,157 Debt 7,558 4 5 (875) ‐ 6,683 Cash 346 4 ‐ ‐ 346 Net Debt 7,212 4 (875) 6,337 Net Debt / Adjusted EBITDA 5.7 x 5.5 x 1 For illustrative
Slide 10: Appendix
APPENDIX
Slide 11: Pro Forma Post Holdings Business Overview
Pro Forma Post Holdings Business Overview POST POST MICHAEL REFRIGERATED ACTIVE CONSUMER WEETABIX REFRIGERATED FOODS FOOD NUTRITION BRANDS RETAIL Refrigerated Food Ready‐to‐eat RTE cereal Foodservice and Retail, Protein shakes, Nut butter, healthy (“RTE”) cereal primarily in the inclusive of side di
Slide 12: Overview of 8th Avenue
Overview of 8th Avenue Business Overview Key Statistics • Leading North American private brands provider and ($ in mm) Fiscal Year Fiscal Year LTM Ended manufacturer of nut butter, healthy snacks and pasta 2016 2017 June 30, 2018 • Operates in two categories and three product groups Net Sales $811.1
Slide 13: Explanation and Reconciliation of 8th Avenue Non-GAAP Measure
Explanation and Reconciliation of 8th Avenue Non‐ GAAP Measure Post uses Adjusted EBITDA, a non‐GAAP measure, in this presentation to supplement its financial measures prepared in accordance with U.S. generally accepted accounting principles (GAAP). Adjusted EBITDA is not prepared in accordance with
Slide 14: 8th Avenue Historical Financials Reconciliation
8th Avenue Historical Financials Reconciliation1 ($ in mm) Year Ended Year Ended Last Twelve Months Ended Sep 30 Ended Sep 30 Ended Jun 30 2016 2017 2018 Net Earnings $ 52.0 $ 43.4 $ 77.1 Income tax expense (benefit) 19.4 14.7 (16.4) Depreciation and amortization 46.4 48.6 49.3 Integration costs ‐0.
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