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 Certa i n matters discussed in this presentation a re forward-looking statements • s i gnificant volatility i n the costs or availability of certain raw materials, wi thin the meaning of the Priva te Securities Litigation Reform Act of 1995.
Slide 3: Cautionary Statement Regarding Forward-Looking Statements (Cont'd)
Cautionary Statement Regarding Forward-Looking Statements (Cont’d) (CONTINUED FROM PRIOR PAGE): • cos ts , business disruptions and reputational damage associated with • cos ts associated with Bob Evans’s sale and separation of i ts restaurant business i nformation technology failures, cybersecurity
Slide 4: Additional Information
Additional Information Non-GAAP Financial Measures In thi s presentation, Post provi des its fiscal year 2018 Adjusted EBITDA guidance Whi l e Post reports financial results in accordance with a ccounting principles a nd discloses Bob Eva ns’ expected Adjusted EBITDA on an annual basis only on a gen
Slide 5: Additional Information (Cont'd)
Additional Information (Cont’d) Prospective Financial Information The prospective financial information provided i n this presentation regarding Post’s Pos t’s fiscal year 2018 Adjusted EBITDA guidance and Bob Evans’ expected Adjusted future performance, i ncluding Post’s fiscal year 2018 Adjusted E
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 US 1 ̶ 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 $73 $ 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 pu
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 ($ in mm) Fiscal Year Fiscal Year LTM Ended • Leading North American private brands provider and 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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