Post Holdings, Inc. · NYSE:POST
Post — Merger or Acquisition (April 2017)
19 slides from Post's merger presentation, Apr 18, 2017
Slide 1: Post Holdings to Acquire Weetabix
Post Holdings, Inc. Post Holdings to Acquire Weetabix April 18, 2017
Slide 2: Forward-Looking Statements
Forward-Looking Statements Certain matters discussed in this presentation are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the current expectations of Post Holdings, Inc. (“Post” or “the Company”)
Slide 3: Forward-Looking Statements (Cont'd)
Forward-Looking Statements (Cont’d) (Continued from prior page): • our ability to maintain competitive pricing, introduce new products and successfully manage our costs; • the ultimate impact litigation may have on us; • the ultimate outcome of the remaining portions of the Michael Foods egg antitru
Slide 4: Additional Information
Additional Information Prospective Financial Information The prospective financial information provided in this presentation regarding Post’s and Weetabix’s future performance, including Post’s expected Adjusted EBITDA for fiscal 2017, the contribution of Weetabix to Adjusted EBITDA, and specific do
Slide 5: Additional Information (Cont'd)
Additional Information (Cont’d) Use of Non-GAAP Measure While Post reports financial results in accordance with accounting principles generally accepted in the U.S., this presentation includes the non- GAAP measure Adjusted EBITDA for Post on both a historical and forecast basis, neither of which is
Slide 6: Transaction Overview
Transaction Overview Post to acquire Weetabix Limited (“Weetabix”) for £1.4bn (1) Acquiring a leading brand in a category core to Post − Weetabix is the #2 manufacturer in the UK ready-to-eat (RTE) cereal category with an iconic brand portfolio (2) #1 cereal brand in UK (Weetabix) (2) #1 mue
Slide 7: Compelling Strategic and Financial Rationale
Compelling Strategic and Financial Rationale Strategically, Weetabix Provides… Financially, Weetabix Provides… Leadership in the second largest RTE cereal market Attractive EBITDA margins in the world – Accretive to Post’s EBITDA margins – Weetabix is the clear #1 UK RTE cereal brand with Attr
Slide 8: Weetabix Overview
Weetabix Overview Company Description Founded in 1932 and headquartered in Kettering, UK Weetabix is an iconic leading brand with 85 years of heritage and best-in-class health credentials – Supported by leading brands including , , , and – Recently entered the portable drink market with Establ
Slide 9: Weetabix is an Iconic Brand that Anchors a Stable and Diversified Portfolio
Weetabix is an Iconic Brand that Anchors a Stable and Diversified Portfolio Iconic and Trusted Brand #1 Position in the Most Trusted Brand UK Market in the Category Clear #1 brand with 10.6% market 97% of Weetabix products share (1) classified as “healthy” (2) Active leader and “captain” role
Slide 10: A Strategic Combination…
A Strategic Combination… … creating a powerhouse portfolio of food brands Strong Business Units and Brand Scale and leadership position in UK RTE Positioning PF Sales (1) = $5.5bn PF Adj. EBITDA (2) = $1.1bn cereal with an iconic brand portfolio Diversified Cash Flow Strong free cash flow generation
Slide 11: Synergy Potential with Further Upside
Synergy Potential with Further Upside Leverage Post’s existing North American supply chain and route to market Optimize respective UK and European footprint and infrastructure Cost Related Savings potential in worldwide procurement and logistics Manufacturing optimization and rationalization
Slide 12: Enhances Post's Free Cash Flow Profile
Enhances Post’s Free Cash Flow Profile Weetabix Cash Flow Characteristics Illustrative Free Cash Flow (“FCF”) Calculation Acquisition ($ in mm) 1 Recurring revenue stream supported + Change by strong or growing market positions or attractive category Post Forecast Adjusted EBITDA (1) $935 $935 tre
Slide 13: Key Takeaways
Key Takeaways Highly strategic transaction − Acquiring a leading brand in a category core to Post − Expands Post’s geographic footprint in the UK and other international markets − Expands Post’s platform in health & wellness offerings and natural & organic channels − Ability to expand Weetabix’s d
Slide 14: Appendix
Appendix 13
Slide 15: Explanation and Reconciliation of Non-GAAP Measure
Explanation and Reconciliation of Non-GAAP Measure Post uses Adjusted EBITDA, a non-GAAP measure, in this presentation to supplement the financial measures prepared in accordance with U.S. generally accepted accounting principles (GAAP). Adjusted EBITDA is not prepared in accordance with U.S. GAAP,
Slide 16: Explanation and Reconciliation of Non-GAAP Measure (cont'd)
Explanation and Reconciliation of Non-GAAP Measure (cont’d) e) Transaction costs and integration costs: The Company has excluded transaction costs related to professional service fees and other related costs associated with signed and closed business combinations and divestitures and integration cos
Slide 17: Explanation and Reconciliation of Non-GAAP Measure (cont'd)
Explanation and Reconciliation of Non-GAAP Measure (cont’d) j) Gain on sale of business and/or plant: The Company has excluded gains recorded on divestitures as such adjustments represent non-cash items and the amount and frequency of such adjustments are not consistent. Additionally, the Company be
Slide 18: Post Historical Financials Reconciliation
Post Historical Financials Reconciliation ($ in mm) Fiscal Year Ended Sep 30 2016 Net Loss $ (3.3) Income tax benefit (26.8) Interest expense 306.5 Loss on extinguishment of debt 86.4 Non-cash mark-to-market adjustments and cash settlements on interest rate swaps 182.9 Depreciation and amortization,
Slide 19: Post Holdings, Inc.
Post Holdings, Inc. 18