Edgar Filing: Post Holdings, Inc.

424B5

Filed pursuant to Rule 424(b)(5)
Registration No. 333-194459

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated May 19, 2014

PROSPECTUS SUPPLEMENT

(To Prospectus dated May 19, 2014)

2,000,000 Units

LOGO

Post Holdings, Inc.

% Tangible Equity Units

This is an offering of tangible equity units, or Units, of Post Holdings, Inc. Each Unit has a stated amount of $100.00.

Each Unit is comprised of a prepaid stock purchase contract and a senior amortizing note due 2017 issued by Post Holdings, Inc. Each amortizing note has an initial principal amount of $ and a final installment payment date of June 1, 2017.

Unless previously settled early at your or our election, for each purchase contract we will deliver to you on the third business day immediately following the last trading day of the observation period a number of shares of our common stock determined as described herein (a “mandatory settlement”). The “observation period” will be the 20 consecutive trading day period beginning on, and including, the 22^nd scheduled trading day immediately preceding June 1, 2017 (the “mandatory settlement date”). The number of shares of our common stock issuable upon mandatory settlement of each purchase contract (the “settlement amount”) will be equal to the sum of the “daily settlement amounts” (as defined below) for each of the 20 consecutive trading days during the relevant observation period. The “daily settlement amount” for each purchase contract and for each of the 20 consecutive trading days during the observation period will consist of:

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if the daily volume-weighted average price (“VWAP”) is equal to or greater than $ per share, subject to adjustment, a number of shares of our common stock equal to (i) shares of common stock, subject to adjustment, divided by (ii) 20;

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if the daily VWAP is less than $ per share, subject to adjustment, but greater than $ per share, subject to adjustment, a number of shares of our common stock equal to (i) $100.00 divided by the daily VWAP, divided by (ii) 20; and

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if the daily VWAP of our common stock is less than or equal to $ per share, subject to adjustment, a number of shares of our common stock equal to (i) shares of common stock, subject to adjustment, (ii) divided by 20.

At any time prior to the third business day immediately preceding June 1, 2017, you may settle your purchase contract early, and we will deliver shares of our common stock, subject to adjustment. In addition, if a fundamental change (as defined herein) occurs and you elect to settle your purchase contracts early in connection with such fundamental change, you will receive a number of shares of our common stock based on the fundamental change early settlement rate, as described herein. In addition, we may elect to settle all outstanding purchase contracts prior to June 1, 2017 at the early mandatory settlement rate (as defined herein), upon a date fixed by us upon not less than 20 business days’ notice. Except in the limited circumstances described herein, the purchase contract holders will not receive any cash distributions under the purchase contracts.

The amortizing notes will pay you equal quarterly installments of $ per amortizing note (or, in the case of the installment payment due on September 1, 2014, $ per amortizing note), which in the aggregate will be equivalent to a % cash payment per year with respect to each $100.00 stated amount of Units. The amortizing notes will be our senior unsecured obligations and will rank equally with all of our other unsecured, unsubordinated senior indebtedness. If we elect to settle the purchase contracts early, you will have the right to require us to repurchase your amortizing notes.

Each Unit may be separated into its constituent purchase contract and amortizing note after the initial issuance date of the Units, and such separate components may be combined to create a Unit.

We do not intend to apply for a listing of the Units, the separate purchase contracts or the separate amortizing notes on any securities exchange or automated inter-dealer quotation system. Prior to this offering there has been no public market for the Units. Our common stock is listed on the NYSE under the symbol “POST.” The closing price for our common stock on the NYSE on May 16, 2014 was $46.96 per share.

The underwriters have the option to purchase, within 13 days beginning on, and including, the date of initial issuance of the Units, up to an additional 300,000 Units from us at the same price as sold to the public less the underwriting discounts and commissions.

Investing in the Units involves risk. Before buying any Units, you should consider the risks that we have described in “Risk Factors” beginning on page S-33 of this prospectus supplement, as well as those described in our other filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


	Price to Public		Underwriting Discounts and Commissions	Proceeds to Post Holdings, Inc.
Per Unit	$	100.00	$	$
Total	$	200,000,000	$	$

The underwriters expect to deliver the Units to purchasers on or about May , 2014 through the book-entry facilities of The Depository Trust Company.

Joint Book-Running Managers


Barclays	Credit Suisse	Wells Fargo Securities
Goldman, Sachs & Co.	BMO Capital Markets	Nomura

Co-Managers


BofA Merrill Lynch		SunTrust Robinson Humphrey		Rabo Securities


PNC Capital Markets LLC		Stifel

Prospectus Supplement dated May , 2014.

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT


	Page
About this Prospectus Supplement		S-1
Non-GAAP Financial Measures		S-2
Prospectus Supplement Summary		S-6
Risk Factors		S-33
Forward-Looking Statements		S-50
Use of Proceeds		S-52
Dividend Policy and Market for Common Stock		S-54
Capitalization		S-55
Unaudited Pro Forma Condensed Consolidated Financial Information		S-58
Description of Certain Indebtedness		S-72
Description of the Units		S-77
Description of the Purchase Contracts		S-81
Description of the Amortizing Notes		S-100
Book-Entry Procedures and Settlement		S-111
Material U.S. Federal Income Tax Considerations		S-114
Certain ERISA Considerations		S-122
Underwriting (Conflict of Interest)		S-124
Legal Matters		S-131
Independent Registered Public Accounting Firms		S-131
Where You Can Find More Information; Incorporation by Reference		S-132

PROSPECTUS


About this Prospectus			1
Forward Looking Statements			2
Industry and Market Data			3
Trademarks and Service Marks			3
Where You Can Find More Information; Incorporation by Reference			4
The Company			6
Risk Factors			7
Use of Proceeds			8
Ratio of Earnings to Fixed Charges and Preferred Stock Dividends			9
Description of Capital Stock			10
Description of Debt Securities			20
Description of Warrants			27
Description of Purchase Contracts			27
Description of Units			27
Global Securities			28
Plan of Distribution			31
Legal Matters			32
Independent Registered Public Accounting Firms			32

ABOUT THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference herein. The second part, the accompanying prospectus, provides more general information. Generally, when we refer to this prospectus, we are referring to both parts of this document combined. To the extent there is a conflict between the information contained in this prospectus supplement or any “free writing prospectus” we may authorize to be delivered to you and the information contained in the accompanying prospectus or any document incorporated by reference therein filed prior to the date of this prospectus supplement, you should rely on the information in this prospectus supplement or such free writing prospectus, as the case may be. If any statement in one of these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference in the accompanying prospectus—the statement in the document having the later date modifies or supersedes the earlier statement.

We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

We have not authorized, and the underwriters have not authorized, anyone to provide you with information other than the information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference into the prospectus supplement and the accompanying prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any information that others may give you. The information contained in this prospectus supplement or the accompanying prospectus, or incorporated by reference herein is accurate only as of the respective dates thereof, regardless of the time of delivery of this prospectus supplement and the accompanying prospectus or of any sale of the Units. It is important for you to read and consider all information contained in this prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein and therein, in making your investment decision. You should also read and consider the information in the documents to which we have referred you in the sections entitled “Where You Can Find More Information; Incorporation of Certain Information by Reference” in this prospectus supplement and in the sections entitled “Where You Can Find More Information; Incorporation by Reference” in the accompanying prospectus, respectively.

We are offering to sell, and seeking offers to buy, the Units only in jurisdictions where offers and sales are permitted. The distribution of this prospectus supplement and the accompanying prospectus and the offering of the Units in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus supplement and the accompanying prospectus must inform themselves about, and observe any restrictions relating to, this offering of the Units and the distribution of this prospectus supplement and the accompanying prospectus outside the United States. This prospectus supplement and the accompanying prospectus do not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus supplement and the accompanying prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.

Except as otherwise indicated or unless the context otherwise requires, all references to “we,” “our,” “us,” “Post” or the “Company” refer to Post Holdings, Inc., a Missouri corporation, together with its consolidated subsidiaries. References in this prospectus supplement to “Ralcorp” refer to Ralcorp Holdings, Inc. and its consolidated subsidiaries (other than Post). On January 29, 2013, Ralcorp was acquired by ConAgra Foods, Inc. by means of the merger of a wholly-owned subsidiary of ConAgra Foods, Inc. into Ralcorp, and as a result Ralcorp is now a wholly-owned subsidiary of ConAgra Foods, Inc. References in this prospectus supplement to the “separation” refer to the separation of Post from Ralcorp on February 3, 2012. “Post cereals business” refers to the branded ready-to-eat cereals business of Post or, if prior to the separation, of Ralcorp. All references to “we,” “our,” “us,” “Post” or the “Company” in the context of historical results prior to the separation refer to the Post cereals business.

NON-GAAP FINANCIAL MEASURES

The non-GAAP financial measures presented herein or incorporated by reference herein and discussed below do not comply with U.S. generally accepted accounting principles (“GAAP”) because they are adjusted to exclude (include) certain cash and non-cash income and expenses that would otherwise be included in (excluded from) the most directly comparable GAAP measure in the statement of operations. These non-GAAP financial measures, which are not necessarily comparable to similarly titled captions of other companies due to differences in the methods of calculation, should not be considered an alternative to, or more meaningful than, related measures determined in accordance with GAAP. As further discussed below, these non-GAAP measures supplement other metrics used by management to internally evaluate our business and facilitate the comparison of operations over time.

“EBITDA” represents operating profit plus depreciation and amortization. We present EBITDA because we consider it an important supplemental measure of our performance and believe it is commonly reported and frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. In addition, management understands that investors, analysts and rating agencies consider EBITDA useful in measuring the ability of issuers of “high yield” securities to meet debt service obligations. Our management believes EBITDA (which, as derived from operating profit, has not been reduced by interest expense or provision for taxes) is an appropriate supplemental measure of debt service capacity, because cash expenditures on interest are, by definition, available to pay interest, and tax expense is inversely correlated to interest expense because tax expense goes down as deductible interest expense goes up. Depreciation and amortization are non-cash charges.

The indentures governing our senior notes and our credit agreement use EBITDA (with additional adjustments similar to those discussed below regarding our calculation of “Adjusted EBITDA”) to measure our compliance with covenants such as interest coverage and debt incurrence. Our management also believes EBITDA is an accepted indicator of our ability to incur and service debt and make capital expenditures. We believe that EBITDA is a useful financial metric to assess our operating performance from period to period by excluding certain items that we believe are not representative of our core business.

EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

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it does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

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it does not reflect changes in, or cash requirements for, our working capital needs;

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it does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debts;

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although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and such measures do not reflect any cash requirements for such replacements;

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it does not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations, as discussed under “Adjusted EBITDA” below; and

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other companies in our industry may calculate such measures differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. You should compensate for these limitations by relying primarily on our GAAP results and using EBITDA only supplementally.

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“Adjusted EBITDA” represents a further supplemental measure of our performance and ability to service debt. Adjusted EBITDA is often used to assess our performance because it allows comparison of operating performance on a consistent basis across periods by removing the effects of capital structure (such as varying levels of interest expense), items largely outside the control of the management team (such as income taxes), asset base (such as depreciation, amortization and impairments), derivatives accounting that is not representative of the economic effect of hedges and irregular or non-recurring costs (such as transition, integration, restructuring and plant closure costs, and inventory revaluation adjustments on acquired businesses). We have also included in our preparation of Adjusted EBITDA an adjustment for estimated additional costs we would have incurred as a stand-alone company in the historical periods prior to the separation from Ralcorp presented herein and incremental costs Post would have incurred had it been a stand-alone public company for the entirety of the periods presented. You are encouraged to evaluate each adjustment and the reasons we consider them appropriate for supplemental analysis. As an analytical tool, Adjusted EBITDA is subject to all of the limitations applicable to EBITDA and therefore you should rely primarily on our GAAP results and use Adjusted EBITDA only supplementally. In addition, in evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses similar to the adjustments we use in deriving Adjusted EBITDA and our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

“Pro Forma Adjusted EBITDA” represents a further supplemental measure of our performance and ability to service debt. We prepare Pro Forma Adjusted EBITDA by further adjusting Adjusted EBITDA to give effect to recent acquisitions, as well as our pending acquisition of MFI Holding Corporation (which we refer to as “Michael Foods”), as if those acquisitions had occurred on April 1, 2013, as follows:

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Our acquisition of the branded and private label cereal, granola and snacks business of Hearthside Food Solutions, LLC (the “Hearthside Business”) was completed on May 28, 2013. Our financial results for the 12 month period ended March 31, 2014 includes ten months of financial results attributable to the Hearthside Business. The adjustments to Pro Forma Adjusted EBITDA for the 12 month period ended March 31, 2014 include management’s estimate of the pre-acquisition Adjusted EBITDA of the Hearthside Business for the period from April 1, 2013 through May 27, 2013. Because the financial statements for the assets that comprised the Hearthside Business did not include an allocation of taxes or interest expense, EBITDA for the Hearthside Business was calculated as net income plus depreciation and amortization, without further adjustment.

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Our acquisition of the branded food and beverage business, including high protein bars and shakes and nutritional supplements, of Premier Nutrition Corporation and its subsidiary Premier Protein, Inc. (the “Premier Business”) was completed on September 1, 2013. Our financial results for the 12 month period ended March 31, 2014 includes seven months of financial results attributable to the Premier Business. The adjustments to Pro Forma Adjusted EBITDA for the 12 month period ended March 31, 2014 include management’s estimate of the pre-acquisition Adjusted EBITDA of the Premier Business for the period from April 1, 2013 through August 31, 2013 and include adjustments to remove certain non-recurring compensation and transaction related costs.

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Our acquisition of Dakota Growers Pasta Company, Inc. (the “Dakota Growers Business”), which manufactures and distributes pasta to the private label retail, foodservice and ingredient channels was completed effective January 1, 2014. Our financial results for the 12 month period ended March 31, 2014 includes three months of financial results attributable to the Dakota Growers Business. The adjustments to Pro Forma Adjusted EBITDA for the 12 month period ended March 31, 2014 include management’s estimate of the pre-acquisition Adjusted EBITDA of Agricore United Holdings Inc. (“Agricore”), the sole shareholder of Dakota Growers Pasta Company, Inc., for the period from April 1, 2013 through December 31, 2013 and include adjustments to remove certain commodity hedging gains.

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Our acquisition of the premium protein powders, bars and nutritional supplements business of Dymatize Enterprises, LLC (the “Dymatize Business”) was completed effective February 1, 2014. Our financial

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results for the 12 month period ended March 31, 2014 includes two months of financial results attributable to the Dymatize Business. The adjustments to Pro Forma Adjusted EBITDA for the 12 month period ended March 31, 2014 include management’s estimate of the pre-acquisition Adjusted EBITDA of the Dymatize Business for the period from April 1, 2013 through January 31, 2014 and also include adjustments to remove non-recurring transaction and legal expenses and costs incurred by the Dymatize Business as a stand-alone company for its board of directors.

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Our acquisition of Golden Boy Foods Ltd., a manufacturer of private label peanut and other nut butters, as well as dried fruits and snacking nuts (the “Golden Boy Business”), was completed effective February 1, 2014. Our financial results for the 12 month period ended March 31, 2014 includes two months of financial results attributable to the Golden Boy Business. The adjustments to Pro Forma Adjusted EBITDA for the 12 month period ended March 31, 2014 include management’s estimate of the pre-acquisition Adjusted EBITDA of the Golden Boy Business for the period from April 1, 2013 through January 31, 2014 and also include adjustments to remove non-recurring plant start-up costs and remove transaction costs.

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We entered into an agreement to acquire Michael Foods, a producer of value-added food products and service solutions to customers across the foodservice, retail and food ingredient channels (the “Michael Foods Business”), on April 16, 2014. The adjustments to Pro Forma Adjusted EBITDA for the 12 month period ended March 31, 2014 include management’s estimate of the Adjusted EBITDA of the Michael Foods Business for the period from March 31, 2013 through March 29, 2014 and also include adjustments to remove costs associated with non-cash and stock option compensation, legal settlement, transaction costs, equity sponsor management fee, and unrealized loss on currency transactions.

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In connection with the acquisition of Michael Foods, we expect to recognize approximately $10.0 million in annual run-rate pre-tax synergies in fiscal year 2015 from improved commodity purchasing as well as indirect purchasing and professional services as a result of benefits of scale from the acquisition of Michael Foods. This $10.0 million of projected cost savings is included in Pro Forma Adjusted EBITDA. Although we currently expect to receive at least a $10.0 million benefit, there can be no assurance that we will realize the anticipated synergies.

Management’s estimate of the pre-acquisition Adjusted EBITDA of the Hearthside Business, the Premier Business, the Dakota Business, the Dymatize Business, the Golden Boy Business and the Michael Foods Business, and the other financial data presented in this prospectus supplement for each such business, are based on the financial statements that were prepared by their respective prior management (or current management, in the case of Michael Foods) and do not include any contributions from synergies or cost savings that our management expects to achieve in the future. These financial statements have not been audited or reviewed by our independent auditors or any other accounting firm. Management’s estimate of the Adjusted EBITDA of Michael Foods for March 31, 2013 through March 29, 2014, is based on financial information for Michael Foods for the fiscal year ended December 28, 2013, which was derived from the audited financial statements for such period incorporated by reference in this prospectus supplement, to which the unaudited quarterly financial information for the fiscal quarter ended March 29, 2014 were added and the unaudited quarterly financial information for the fiscal quarter ended March 30, 2013 were subtracted. All such financial statements were prepared by Michael Foods current management. Investors should be aware that Adjusted EBITDA for all of the acquired entities and Michael Foods may not be entirely comparable to our measure of Adjusted EBITDA. Pro Forma Adjusted EBITDA has not been prepared in accordance with the requirements of Regulation S-X or any other securities laws relating to the presentation of pro forma financial information. Pro Forma Adjusted EBITDA and the related ratios are presented for information purposes only and do not purport to represent what our actual financial position or results or operations would have been if the acquisitions had been completed as of an earlier date or that may be achieved in the future. Pro Forma Adjusted EBITDA does not include any contribution from, or otherwise adjust for, our pending acquisition of the PowerBar and Musashi branded premium bars, powders and gel products business of Nestlé S.A.

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For a reconciliation of our EBITDA, Adjusted EBITDA and Pro Forma Adjusted EBITDA to the most directly comparable GAAP measure, see notes (7), (8) and (9) under “Prospectus Supplement Summary—Summary Historical Financial Information of Post Holdings, Inc.” For a reconciliation of the Adjusted EBITDA of the Hearthside Business, the Premier Business, the Dakota Business, the Dymatize Business and the Golden Boy Business to the most directly comparable GAAP measure, for each of the periods for which such Adjusted EBITDA is presented, see note (9) under “Prospectus Supplement Summary—Summary Historical Financial Information of Post Holdings, Inc.” For a reconciliation of Michael Foods’ Adjusted EBITDA to the most directly comparable GAAP measure, see note (1) under “Prospectus Supplement Summary—Summary Historical Financial Information of MFI Holding Corporation.”

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PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights information contained elsewhere in this prospectus supplement and the accompanying prospectus and in the documents we incorporate by reference. This summary does not contain all of the information that you should consider before deciding to invest in the Units. You should read this entire prospectus supplement and the accompanying prospectus carefully, including our consolidated financial statements and the related notes and the other documents incorporated by reference herein, before making an investment in the Units.

Our Company

We are a consumer packaged goods holding company currently operating in the center-of-the-store, active nutrition and private label food categories primarily in the United States and Canada. In February 2012, we completed our legal separation via a tax free spin-off from Ralcorp and began trading on the New York Stock Exchange under the ticker symbol “POST.” In 2012, we had a single operating segment, Post Foods. As a result of recently completed acquisitions, we now operate four principal businesses: Post Foods, Attune Foods, Active Nutrition and Private Brands. The Post Foods business predominately includes the Post branded ready-to-eat cereal business. The Attune Foods business manufactures, markets and distributes premium natural and organic cereals and snacks and includes the business of Attune Foods, Inc., which we acquired in December 2012 and certain assets of the Hearthside Food Solutions private label and branded cereal, granola and snack businesses, which we acquired in May 2013. The Active Nutrition business markets and distributes high protein bars and shakes as well as nutritional supplements, and includes the business of Premier Nutrition Corporation (which we refer to as “PNC” or the “Premier Business”), which we acquired in September 2013, and the business of Dymatize Enterprises, LLC (which we refer to as “Dymatize”), which we acquired in February 2014. Our Private Brands business consists of the recent acquisitions of Dakota Growers Pasta Company, Inc. (which we refer to as “Dakota Growers”) and Golden Boy Foods Ltd. (which we refer to as “Golden Boy”), which we acquired in January 2014 and February 2014, respectively.

On April 16, 2014, we entered into an agreement to acquire MFI Holding Corporation (which we refer to as “Michael Foods”) from affiliates of GS Capital Partners, affiliates of Thomas H. Lee Partners and other owners. Michael Foods is a leading producer of value-added food products and service solutions to customers across the foodservice, retail and food ingredient channels. It holds leading market positions in attractive categories, including value-added egg products, refrigerated potato products and cheese and other dairy case products. Michael Foods has well-known brands such as Papetti’s, All Whites, Better ‘n Eggs, Easy Eggs, Simply Potatoes and Crystal Farms.

For the fiscal year ended September 30, 2013, we generated net sales of $1,034.1 million, operating profit of $107.8 million, net earnings of $15.2 million and Adjusted EBITDA of $216.7 million, and for the six months ended March 31, 2014, we generated net sales of $735.0 million, operating profit of $24.9 million, net loss of $20.7 million and Adjusted EBITDA of $119.4 million. For the fiscal year ended December 28, 2013, Michael Foods generated net sales of $1,948.3 million, operating profit of $164.0 million, net earnings of $33.8 million and Adjusted EBITDA of $257.8 million, and for the quarter ended March 29, 2014, Michael Foods generated net sales of $474.0 million, operating profit of $24.4 million, net loss of $2.5 million and Adjusted EBITDA of $48.2 million.

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Our Businesses

Our Strategy and Focus

We operate four businesses: Post Foods, Attune Foods, Active Nutrition and Private Brands. Our Post Foods and Attune Foods businesses compete in stable categories, centered on strong, iconic brands, and produce strong and consistent cash flow. The addition of Attune Foods provides increased exposure to the growing organic and natural channels. Our Active Nutrition businesses are in categories with significant growth opportunities, with product offerings geared towards health and wellness. Our Private Brands businesses operate in stable categories, with private label market share growth opportunities. We intend to seek internal and acquisition opportunities and deliver strong cash flow.

Our acquisition strategy focuses on businesses with product offerings that can strengthen our current portfolio, enable us to expand into complementary categories, geographic regions or distribution channels or provide diversification of cash flows in similar channels. We aim to improve scale in our operations, thereby increasing marketing and distribution efficiencies, and enhance our presence with key retailers. We believe the consumer foods market will continue to provide opportunities for growth through acquisitions of complementary businesses.

Post Foods Business

The Post Foods business manufactures, markets and sells branded and private label ready-to-eat cereal products. Post Foods leverages the strength of its brands, category expertise, and over a century of institutional knowledge to create a diverse portfolio of cereals that enhances consumer satisfaction. Our Post Foods business is the third largest seller of ready-to-eat cereals in the United States with a 10.7% share of retail sales (based on retail dollar sales) for the 52-week period ended April 26, 2014, based on Nielsen’s expanded All Outlets Combined (xAOC) information. Our brands include Honey Bunches of Oats, the fourth largest brand of ready-to-eat cereal in the United States with a 4.5% xAOC dollar market share for the 52-week period ended April 26, 2014, as well as Pebbles, Great Grains, Grape-Nuts, Post Shredded Wheat, Honeycomb, Golden Crisp, Post Raisin Bran, Alpha-Bits and Shreddies. Post Foods products are primarily manufactured through a flexible production platform at one of our four owned facilities.

The ready-to-eat cereal category is one of the most prominent categories in the food industry. According to Nielsen xAOC information, the category is approximately $9 billion for the 52-week period ended April 26, 2014. Ready-to-eat cereals appeal to a wide range of consumers who seek value, taste, health, performance and convenience. Since 2012, Post has introduced a number of new line extensions and product improvements, including Grape-Nuts Fit, Honey Bunches of Oats Morning Energy, new Great Grains Protein Blends and Digestive Blends flavors, Honey Bunches of Oats granola, Poppin’ Pebbles and a more “chocolatey” Cocoa Pebbles. In September 2013, we began expanding our efforts to address the value-seeking consumer with the limited introduction of large bagged items of Pebbles, Honeycomb and Golden Crisp. We intend to expand this new packaging format and other packaging options to broaden our consumer appeal. We seek to leverage our strong Post Foods brand to expand into adjacent product categories. In fiscal year 2014, we introduced a beverage drink, Post Goodness-to-Go, in several flavors (Tahitian vanilla, mocha, and Dutch chocolate). We are also focused on increasing our sales by extending product distribution into underrepresented sales channels, such as dollar store, club store, foodservice and drug store channels, introducing private label products and co-manufacturing products for other manufacturers.

While Post Foods participates in a lower growth category, it continues to generate substantial cash flow from operations and has historically been our largest business segment. This cash flow provides us with the flexibility to invest in cost-saving projects and to pursue strategic acquisitions in higher growth channels, diversifying our product offerings.

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Attune Foods Business

Attune Foods includes the business of Attune Foods, Inc., which we acquired in December 2012, as well as certain assets of the branded and private label cereal, granola and snacks business acquired in May 2013 from Hearthside Food Solutions. Through this business unit, we manufacture and market branded premium natural and organic cereals and snacks, including Uncle Sam high fiber cereals, Erewhon gluten-free cereals and organic graham crackers, and Willamette Valley Granola Company granola and granola chips. Attune Foods also includes the Golden Temple, Peace Cereal, Sweet Home Farm brands as well as a private label granola business. Attune Foods’ products are largely sold through the natural/health channels, as well as in the bulk foods section of both conventional and natural/specialty retailers.

Our Attune Foods business enables us to further participate in the high-growth, natural, non-GMO and organic cereal and snack categories. Attune Foods’ manufacturing facility in Eugene, Oregon provides us the ability to manufacture a wide variety of product and package formats.

Active Nutrition Business

Our Active Nutrition business includes PNC, which we acquired in September 2013, and Dymatize, which we acquired in February 2014. These acquisitions provide us with a platform to participate in the growing sports nutrition and supplements category. Through this business unit, we market and distribute premium protein beverages and foods under the Premier Protein brand and nutritional joint health supplements under the Joint Juice brand. This business unit also markets and distributes protein powders, bars and beverages under the Dymatize and Supreme Protein brands. The Active Nutrition business’s products are manufactured at a facility owned by us and under co-manufacturing agreements at various third party facilities located in the United States.

The Premier Protein, Dymatize and Supreme Protein brands participate in the approximately $9 billion sports nutrition and weight loss category. Our Active Nutrition products are primarily sold in grocery, drug, specialty, online and club stores. We plan to continue to introduce new products in convenient sizes and packaging formats, including various flavors of protein bars and powder shake mixes. Our Active Nutrition business also includes the Joint Juice brand, which sells ready-to-drink beverages and other liquid-based solutions, designed to keep joints healthy and flexible.

On February 3, 2014, we entered into an agreement to acquire the PowerBar and Musashi brands and related worldwide assets from subsidiaries of Nestlé S.A. The PowerBar and Musashi branded products consist of premium bars, powders and gels sold in the United States and international markets. We expect that this business will become part of our Active Nutrition portfolio. See “—Recent Developments—PowerBar Acquisition” below.

Private Brands Business

With the acquisitions of Dakota Growers and Golden Boy in January 2014 and February 2014, respectively, we have established an expanded presence in the private label category. Dakota Growers manufactures and distributes pasta to the private label retail, foodservice and ingredient channels. Dakota Growers, with two manufacturing plants, has vertically integrated durum wheat capacity and pasta production capability of over 150 different shapes of pasta. Dakota Growers is a leader in the approximately $3+ billion North American retail pasta market. The Golden Boy business manufactures and distributes private label peanut butter and other nut butters, dried fruit snacks and snacking nuts, with sales to grocery retailers and food service channels. The Golden Boy Business provides us with the ability to further participate in the rapidly growing natural and organic categories as well.

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Michael Foods Acquisition

Merger Agreement

On April 16, 2014, we, together with our newly organized subsidiary, Acquisition Sub, Inc., entered into an Agreement and Plan of Merger (which we refer to as the merger agreement) with MFI Holding Corporation and GS Capital Partners VI Fund, L.P., as representative for the stockholders and optionholders of MFI Holding Corporation. Under the merger agreement, we will acquire MFI Holding Corporation and its subsidiaries, including Michael Foods Group, Inc., for a purchase price of $2.45 billion (on a debt-free and cash free basis, subject to a working capital adjustment and certain other adjustments described in the merger agreement). In addition to the purchase price described above, we will make a payment of $50 million to the stockholders and optionholders of MFI Holding Corporation on the first anniversary of the closing date, which payment is intended to represent the parties’ estimate of the value of certain tax benefits that MFI Holding Corporation is expected to realize from payments made by or on behalf of MFI Holding Corporation in connection with the transactions contemplated by the merger agreement (provided that the amount of the payment will not be adjusted regardless of whether the actual tax benefits realized by MFI Holding Corporation is greater than or less than such estimate).

The merger agreement provides for our acquisition of Michael Foods by means of the merger of our subsidiary, Acquisition Sub, Inc., with and into MFI Holding Corporation, with MFI Holding Corporation being the surviving corporation in the merger and becoming our wholly-owned subsidiary as a result of the merger. The merger agreement contains certain representations, warranties and covenants of the parties. Among other matters, MFI Holding Corporation has agreed to conduct its business in the ordinary course of business during the period between the execution of the merger agreement and the completion of the acquisition, and not to discuss or enter into any transaction involving a merger, business combination or other acquisition transaction involving MFI Holding Corporation or any of its subsidiaries or solicit or initiate discussions, furnish information or otherwise cooperate in any effort by any other person to do any of the foregoing. The representations and warranties made by MFI Holding Corporation in the merger agreement do not survive the closing and, as a result, after the closing we will have no recourse or indemnification rights against the current owners of MFI Holding Corporation in the event any of the representations or warranties made by MFI Holding Corporation in the merger agreement prove to be inaccurate or breached.

The obligations of the parties to complete the acquisition are subject to certain customary closing conditions, including in the case of our obligation to complete the acquisition, the accuracy of MFI Holding Corporation’s representations and warranties, material compliance by MFI Holding Corporation with certain pre-closing covenants and no material adverse change in the Michael Food Business since the date of the merger agreement.

The merger agreement may be terminated by mutual consent of MFI Holding Corporation and us and under certain other circumstances, including by MFI Holding Corporation or us if the closing of the acquisition has not occurred by August 2, 2014.

Concurrent with the signing of the merger agreement, we obtained financing commitments under which various lenders have committed to provide up to $1.765 billion in credit facilities, including a committed bridge loan of up to $340 million. Although the committed facilities, together with cash on hand, are sufficient to fund the purchase price, we intend to replace a portion of the committed financing with the proceeds of this offering as well as the other offerings described below under “—Financing Transactions.” Our obligations under the merger agreement are not conditioned upon the receipt of financing or the success of this offering or any of the other offerings described below under “—Financing Transactions.”

Subject to the satisfaction of the closing conditions, the acquisition is expected to close in the second calendar quarter of 2014 (our fiscal 2014 third quarter). There can be no assurance, however, that all closing

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conditions will be satisfied, and if they are satisfied, that they will be satisfied in order for the closing to occur during the period described above. Neither this offering nor the common stock offering described below under “—Financing Transactions” are conditioned upon the closing of the acquisition of the Michael Foods Business. The closing of the debt offering described below under “—Financing Transactions” is conditioned upon the simultaneous closing of the acquisition of the Michael Foods Business.

The foregoing summary of the merger agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the merger agreement, a copy of which is attached as Exhibit 2.1 to our second Current Report on Form 8-K filed by us with the SEC on April 17, 2014.

Michael Foods Business

Michael Foods is a diversified producer and distributor of food products in three segments—egg products, refrigerated potato products and cheese and other dairy case products. It produces and distributes egg products to the foodservice, retail and food ingredient markets and refrigerated potato products to the foodservice and retail grocery markets in North America. Michael Foods also markets a broad line of refrigerated grocery products to U.S. retail grocery outlets, including branded and private-label cheese, bagels, butter, muffins and ethnic foods. Its major customers include foodservice distributors, restaurant chains and major retail grocery chains.

Egg Products Division. Michael Foods’ egg products division, comprised of its wholly owned subsidiaries M.G. Waldbaum Company, Papetti’s Hygrade Egg Products, Inc., and MFI Food Canada Ltd., produces, processes and distributes numerous egg products under the Better ’n Eggs, All Whites, Papetti’s, Abbotsford Farms, Inovatech, Excelle, Trilogy, Emulsa, Easy Eggs and Table Ready brands. The principal value-added egg products of this division are ultrapasteurized, extended shelf-life liquid eggs, egg white-based egg products and hardcooked and precooked egg products. The division’s other egg products include frozen, liquid and dried products that are used as ingredients in other food products, as well as organic and cage-free egg products. The division distributes its egg products to food processors and foodservice customers primarily throughout North America, with limited international sales in the Far East, South America and Europe. The division’s extended shelf-life liquid eggs (its largest selling product line) and other egg products are marketed to a wide variety of foodservice and food ingredients customers. The division also is a supplier of egg white-based products sold in the U.S. retail and foodservice markets.

The division’s egg-processing plants are located in Iowa, Minnesota, Nebraska, New Jersey, Pennsylvania and Manitoba, Canada. Certain of the division’s facilities are fully integrated, from the production and maintenance of laying flocks through the processing of egg products. The division has long-standing preferred supplier relationships with many of its customers. The division’s customers include major broad-line foodservice distributors and national restaurant chains that serve breakfast. The division’s major customers in each of its market channels include leading foodservice distributors, national restaurant chains, major retail grocery store chains and major food processors.

Refrigerated Potato Products Division. Michael Foods’ refrigerated potato products are produced and sold by its wholly-owned subsidiaries Northern Star Co. and Farm Fresh Foods, Inc. to both the foodservice and retail markets. Refrigerated potato products are marketed to foodservice customers under a variety of brands, including Simply Potatoes, Diner’s Choice and Farm Fresh, with the Simply Potatoes and Diner’s Choice brands being used for retail refrigerated potato products. The division’s products consist of shredded hash browns and diced, sliced, mashed and other specialty potato products.

The division maintains a main processing facility in Minnesota, with a smaller facility located in Nevada. The division typically purchases approximately 90% of its annual potato requirements from contract producers.

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The balance of potato requirements are purchased in the spot market. Many of the division’s major customers are long-standing customers of the egg products division and include major foodservice distributors, restaurant chains and major retail grocery store chains.

Cheese and Other Dairy-Case Products Division. Michael Foods’ cheese and other dairy-case products division markets a wide range of refrigerated grocery products directly to retailers and wholesale warehouses. The division’s products are marketed principally under the Crystal Farms trade name; other trademarks include Crescent Valley, Westfield Farms and David’s Deli. The division’s strategy has been to offer quality branded products at a good value relative to national brands. Crystal Farms brand cheese is positioned in the “mid-tier” pricing category and is priced below national brands such as Kraft and Sargento and above store brands (private label). The division’s refrigerated products, which consist principally of cheese, bagels, butter, muffins and ethnic foods, are supplied by various vendors, to the division’s specifications. Cheese accounted for approximately 84% of the division’s 2013 sales. The division operates a cheese packaging facility in Lake Mills, Wisconsin, which processes and packages various cheese products for the Crystal Farms brand and for various private-label customers. The division does not produce cheese.

The division uses both company-owned and leased facilities and independent distributors and sells products to a large number of retail stores, a majority of which are served via customers’ warehouses. The division also maintains a fleet of refrigerated tractor-trailers to deliver products to its retail customers from nine distribution centers. The division has customer relationships with large grocery chains and serves a large number of retail locations, including stores receiving products through warehouse delivery.

Recent Developments

PowerBar Acquisition

On February 3, 2014, newly formed subsidiaries of Post entered into a Stock and Asset Purchase Agreement and an Intellectual Property Purchase Agreement with certain subsidiaries of Nestlé S.A. Under these agreements, we have agreed to acquire substantially all the assets that are used by Nestlé in the business of manufacturing, marketing, distributing and selling PowerBar and Musashi branded premium bars, powders and gel products. The acquisition includes the assumption of certain operating liabilities related to the business being acquired. Post has unconditionally guaranteed Buyer’s obligations under the stock and asset purchase agreement and the intellectual property purchase agreement.

At the closing of the acquisition, we will pay a cash purchase price of $150.0 million, subject to purchase price adjustments related to inventory in the United States and Australia and net working capital in Germany, less $5.0 million as a credit for the working capital requirements of the business we are acquiring. We currently expect the transaction to close in our first fiscal quarter of 2015. The stock and asset purchase agreement may be terminated by mutual consent of the parties and under certain other circumstances, including if the closing of the acquisition has not occurred prior to November 3, 2014. We expect to fund the acquisition of the PowerBar and Musashi brands with cash on hand or a draw under our revolving credit facility, which has been amended as described below under “—Financing Transactions—New and Amended Credit Facilities.”

Recently Completed Acquisitions

Dakota Growers Pasta Company, Inc. Effective January 1, 2014, we completed our acquisition of all of the stock of Agricore United Holdings Inc. (which we refer to as “Agricore”), which is the parent company of Dakota Growers. The purchase price for the transaction was $370.0 million in cash, subject to a working capital adjustment and other adjustments in accordance with the terms of the purchase agreement, which resulted in a

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payment at closing of approximately $366.2 million, and was funded through our existing cash resources. On May 15, 2014, the parties agreed on the final net working capital settlement and other adjustments, which resulted in an amount paid to us of approximately $6.5 million. As part of the acquisition, we also acquired the durum wheat inventory held by Viterra, Inc. for the Dakota Growers business.

Golden Boy Foods Ltd. Effective February 1, 2014, we completed our acquisition of Golden Boy Foods Ltd., a manufacturer of private label peanut and other nut butters, as well as dried fruits and snacking nuts. The purchase price for the transaction was CAD $320.0 million in cash, subject to a working capital adjustment, which resulted in a payment at closing of approximately CAD $321.1 million, and was funded through our existing cash resources. The parties have not yet agreed on the final net working capital adjustment. We currently estimate the final net working capital settlement will result in an amount due to the sellers of approximately CAD $1.0 million. The financial information presented above for Golden Boy was prepared by its management in accordance with Canadian generally accepted accounting principles for private enterprises and therefore may not be entirely comparable to our financial information.

Dymatize Enterprises, LLC. Effective February 1, 2014, we completed our acquisition of Dymatize. The purchase price for the transaction was $380.0 million in cash, subject to a working capital adjustment, which resulted in a payment at closing of approximately $392.5 million, and was funded through our existing cash resources. The parties have not yet agreed on a final net working capital adjustment. We currently estimate the final net working capital adjustment will result in an amount due back to us of approximately $6.0 million. Additional consideration up to $17.5 million is contingent upon Dymatize achieving certain profit targets in calendar year 2014.

Financing Transactions

New and Amended Credit Facilities

In connection with entering into the merger agreement for the acquisition of Michael Foods, we entered into a financing commitment with various financial institutions, including each of the underwriters in this offering or their affiliates, pursuant to which, and subject to certain conditions, the financial institutions committed (which we refer to as the financing commitment) to provide to us up to $1,765.0 million in credit facilities, comprised of a senior secured term loan facility of up to $1,425.0 million (which we refer to as the term loan) and an unsecured senior increasing rate bridge loan of up to $340.0 million (which we refer to as the bridge loan and, collectively with the term loan, the facilities). The proceeds of the facilities will be used to partially finance the aggregate purchase price of our acquisition of Michael Foods and to pay costs, fees and expenses related to the acquisition transaction, as described under “Use of Proceeds.” We expect the term loan portion of the financing commitment will be implemented through a joinder to our existing credit agreement (which we refer to as the original credit agreement) to be effective as of the closing of the acquisition of Michael Foods as described under “Description of Certain Indebtedness—Secured Credit Facilities.” At the closing of our acquisition of Michael Foods, after giving effect to this offering, the concurrent tangible equity unit offering described below, and the debt offering described below, we expect to have senior secured credit facilities comprised of the term loan, which we expect to be approximately $735.0 million, and a revolving credit facility of up to $400.0 million (of which no amounts are expected to have been drawn). Certain of the amendments to the original credit agreement described above or under “Description of Certain Indebtedness – Secured Credit Facilities” are conditioned upon the closing of our acquisition of Michael Foods. The proceeds of this offering, plus the proceeds of the offerings of tangible equity units and debt securities described below, would reduce the amount of, or eliminate the need for, the bridge loan and may, at our option, also reduce the aggregate amount of the term loan facility to the extent and by the amount that proceeds of this offering plus the offering of common stock and debt securities below exceed $340.0 million in the aggregate. This offering is not contingent on us entering into any of the facilities.

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Concurrent Offering of Common Stock

Concurrently with this offering, we are offering 4,500,000 shares of our common stock (or 5,175,000 shares if the underwriters exercise in full their option to purchase additional shares with respect to such offering) in an underwritten public offering (which we refer to as the common stock offering). We estimate that based upon an assumed price of $46.96, which was the closing price of our common stock on the NYSE on May 16, 2014, the net proceeds of the common stock offering, after deducting the underwriting discount and estimated offering expenses, will be approximately $202.9 million (or approximately $233.4 million if the underwriters exercise their option with respect to such offering in full), although there can be no assurance that the common stock offering will be completed. The common stock is being offered by means of a separate prospectus supplement and not by means of this prospectus supplement.

Debt Securities Offering

On or after commencement of this offering, we expect to conduct a private offering (which we refer to as the debt offering) of additional debt securities (which we refer to as the debt securities). We anticipate that the debt securities would be senior obligations, rank equal in right of payment with our existing senior notes and the amortizing notes component of the Units), not be convertible, be unsecured and be guaranteed by our existing and future domestic subsidiaries (other than immaterial subsidiaries and receivables finance subsidiaries). We expect approximately $630.0 million in aggregate principal amount of debt securities will be offered. There can be no assurance that the debt offering will be completed. The foregoing description and any other information regarding the debt offering is included herein solely for informational purposes. The debt offering will be made by a separate offering circular and is not part of the offering to which this prospectus supplement relates. The debt offering has not been and will not be registered under the Securities Act of 1933, as amended (the Securities Act), and the debt securities will be offered only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States pursuant to Regulation S under the Securities Act. This prospectus supplement is not an offer to sell or a solicitation of an offer to buy any such debt securities.

The amount and terms and conditions of the common stock offering and the debt offering will be subject to market conditions, and may change materially from the amounts assumed above. There can be no assurance that we will be able to issue any such securities on terms and conditions acceptable to us. This offering is not contingent on the consummation of the common stock offering or the debt offering, and neither such offering is contingent upon completion of this offering. The closing of the debt offering is conditioned on the simultaneous closing of our acquisition of the Michael Foods Business. The proceeds of the common stock offering and the debt offering will be used to partially finance the acquisition of the Michael Foods Business as described under “Use of Proceeds.”

In this prospectus supplement, we refer to the term loan, the bridge loan, the common stock offering, the debt offering and this offering as, collectively, the “financing transactions.”

* * *

Our principal executive offices are located at 2503 S. Hanley Road, St. Louis, Missouri 63144, and our telephone number is (314) 644-7600.

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Summary Historical Financial Information of Post Holdings, Inc.

The following tables set forth certain summary historical condensed consolidated financial data for Post for each of the fiscal years in the three-year period ended September 30, 2013 and for the six months ended March 31, 2013 and 2014. The summary historical financial data set forth below should be read in conjunction with: (i) the sections entitled “Use of Proceeds” and “Capitalization,” each of which are contained elsewhere in this prospectus supplement and (ii) our audited consolidated financial statements and the notes thereto, and our “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2013 filed with the SEC and incorporated by reference in this prospectus supplement, and (iii) our unaudited condensed consolidated financial statements and the notes thereto, and our “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” contained in our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2014 filed with the SEC and incorporated by reference in this prospectus supplement.

The summary historical condensed consolidated financial data for each of the fiscal years in the three-year period ended September 30, 2013 have been derived from Post’s audited consolidated financial statements. The summary unaudited historical condensed consolidated financial data for Post for the six months ended March 31, 2013 and 2014 have been derived from Post’s unaudited condensed consolidated financial statements, and include, in the opinion of management, all adjustments, consisting of normal, recurring adjustments, necessary for a fair presentation of such information. The financial data presented for the interim periods are not necessarily indicative of the results for the full fiscal year.

The summary unaudited historical consolidated financial data for the twelve months ended March 31, 2014 were calculated by subtracting the summary historical consolidated financial information for Post for the six months ended March 31, 2013 from the summary historical consolidated financial information for Post for the fiscal year ended September 30, 2013, and then adding the summary historical consolidated financial information for Post for the six months ended March 31, 2014.


	Year Ended September 30,									Six Months Ended March 31,						Twelve Months Ended March 31, 2014
	2011			2012			2013			2013			2014			Twelve Months Ended March 31, 2014
Statements of Operations Data:
Net sales	$	968.2		$	958.9		$	1,034.1		$	485.1		$	735.0		$	1,284.0
Cost of goods sold(1)		(516.6	)		(530.0	)		(609.2	)		(276.9	)		(491.1	)		(823.4	)

Gross profit		451.6			428.9			424.9			208.2			243.9			460.6
Selling, general and administrative expenses(2)		(239.5	)		(274.5	)		(294.4	)		(142.2	)		(199.7	)		(351.9	)
Amortization of intangible assets		(12.6	)		(12.6	)		(14.6	)		(6.4	)		(18.4	)		(26.6	)
Impairment of goodwill and other intangible assets(3)		(566.5	)		—			(2.9	)		—			—			(2.9	)
Restructuring expense(4)		—			—			(3.8	)		—			(0.7	)		(4.5	)
Other operating expenses, net		(1.6	)		(2.7	)		(1.4	)		(0.4	)		(0.2	)		(1.2	)

Operating profit (loss)		(368.6	)		139.1			107.8			59.2			24.9			73.5
Interest expense(5)		(51.5	)		(60.3	)		(85.5	)		(40.8	)		(66.3	)		(111.0	)
Other (expense) income		(10.5	)		1.6			—			—			—			—

(Loss) earnings before income taxes		(430.6	)		80.4			22.3			18.4			(41.4	)		(37.5	)
Income tax benefit (provision)		6.3			(30.5	)		(7.1	)		(5.7	)		20.7			19.3

Net (loss) earnings		(424.3	)		49.9			15.2			12.7			(20.7	)		(18.2	)
Preferred stock dividends		—			—			(5.4	)		(0.8	)		(6.9	)		(11.5	)

Net (loss) earnings available to common stockholders	$	(424.3	)	$	49.9		$	9.8		$	11.9		$	(27.6	)	$	(29.7	)

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	Year Ended September 30,									Six Months Ended March 31,						Twelve Months Ended March 31, 2014
	2011			2012			2013			2013			2014			Twelve Months Ended March 31, 2014
(Loss) earnings per Share:
Basic	$	(12.33	)	$	1.45		$	0.30		$	0.36		$	(0.83	)
Diluted		(12.33	)		1.45			0.30			0.36			(0.83	)
Weighted-Average Common Shares Outstanding:
Basic		34.4			34.3			32.7			32.6			33.1
Diluted		34.4			34.5			33.0			32.8			33.1
Statements of Cash Flow Data:
Depreciation and amortization	$	58.7		$	63.2		$	76.8		$	32.4		$	51.2		$	95.6
Cash provided by (used in):
Operating activities		143.8			144.0			119.2			18.6			18.5			119.1
Investing activities		(14.9	)		(30.9	)		(423.8	)		(20.2	)		(1,050.6	)		1,454.2
Financing activities		(132.1	)		(57.1	)		648.8			309.1			1,463.2			1,802.9
Other Financial Data:
Cash paid or advanced for business acquisitions, net of cash acquired(6)	$	—		$	—		$	352.9		$	9.2		$	1,035.2		$	1,378.9
Capital expenditures		14.9			30.9			32.8			11.0			51.7			73.5
EBITDA(7)		(309.9	)		202.3			184.6			91.6			76.1			169.1
Adjusted EBITDA(8)		248.9			214.6			216.7			103.5			119.4			232.6
Pro Forma Adjusted EBITDA(9)																$	570.0
Net Debt (as adjusted), as of the last day of the period(10)																	3,622.3
Ratio of Net Debt (as adjusted) to Pro Forma Adjusted EBITDA(11)																	6.4x


	September 30,				March 31, 2014
	2012		2013		March 31, 2014
Balance Sheet Data:
Cash and cash equivalents	$	58.2	$	402.0	$	825.9
Working capital, excluding cash and cash equivalents and restricted cash		25.1		82.0		258.2
Total assets		2,732.3		3,473.8		5,184.1
Long-term debt, including current portion(12)		945.6		1,408.6		2,302.1
Other non-current liabilities		129.2		116.3		120.7
Total equity		1,231.5		1,498.6		2,091.4

(1)

In the six months ended March 31, 2014 and 2013 and the years ended September 30, 2013, 2012 and 2011, Post incurred a net pretax gain (loss) of $1.5 million, $(0.8) million, $(0.9) million, $(0.3) million and $(7.1) million, respectively, on economic hedges which did not meet the criteria for cash flow hedge accounting. For more information, see Note 12 of “Notes to Consolidated Financial Statements” in Post’s audited consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2013 and Note 9 of “Notes to Condensed Consolidated Financial Statements (Unaudited)” in Post’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, each as filed with the SEC and incorporated by reference in this prospectus supplement.

(2)

In the six months ended March 31, 2014 and 2013 and the years ended September 30, 2013, 2012 and 2011, Post incurred $0.3 million, $5.2 million, $8.9 million, $12.5 million and $2.8 million, respectively, of costs reported in selling, general and administrative expense related to the separation of Post from Ralcorp and Post’s transition into a separate stand-alone entity. For more information, see Note 19 of “Notes to Consolidated Financial Statements” in Post’s audited consolidated financial statements, contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2013 and Note 14 of “Notes to

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Condensed Consolidated Financial Statements (Unaudited)” in Post’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, each as filed with the SEC and incorporated by reference in this prospectus supplement.

(3)

For information about the impairment of goodwill and other intangible assets, see “Critical Accounting Policies and Estimates” and Notes 2 and 6 of “Notes to Consolidated Financial Statements” in Post’s audited consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2013 filed with the SEC and incorporated by reference in this prospectus supplement.

(4)

In April 2013, Post announced management’s decision to close our manufacturing facility located in Modesto, California as part of a cost savings and capacity rationalization effort. The transfer of production capabilities and closure of the facility are expected to be completed by September 2014. See Note 4 of “Notes to Consolidated Financial Statements” in Post’s audited consolidated financial statements, contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2013 and Note 2 of “Notes to Condensed Consolidated Financial Statements (Unaudited)” in Post’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, each as filed with the SEC and incorporated by reference in this prospectus supplement, for further discussion of restructuring expenses.

(5)

For periods prior to Post’s separation from Ralcorp on February 3, 2012, interest expense represents intercompany interest expense related to debt obligations assumed by Ralcorp from Kraft in the August 2008 acquisition of Post and other intercompany notes. As part of the separation transaction, Post settled all intercompany debt with Ralcorp. At the time of the separation and thereafter, Post has incurred new indebtedness with a book value as of March 31, 2014 totaling $2,302.1 million. See Note 14 of “Notes to Consolidated Financial Statements” in Post’s audited consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2013, and Note 12 in “Notes to Condensed Consolidated Financial Statements (Unaudited)” contained in Post’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, each as filed with the SEC and incorporated by reference in this prospectus supplement, for further discussion of long-term debt.

(6)

In December 2012, Post completed its acquisition of the assets of Attune Foods, Inc. In May 2013, Post completed its acquisition of certain assets of the Hearthside Food Solutions private label and branded cereal granola and snacks businesses. In September 2013, Post completed its acquisition of Premier Nutrition Corporation. In December 2013, Post advanced funds for the acquisition of Dakota Growers Pasta Company, Inc. The acquisition was effective January 1, 2014. Effective February 1, 2014, Post completed its acquisitions of Golden Boy Foods Ltd. and Dymatize Enterprises, LLC. The amount included in cash paid or advanced for business acquisitions, net of cash acquired reflects the cash consideration paid or advanced for these businesses less any cash acquired in the transactions. See Note 5 of “Notes to Consolidated Financial Statements” in Post’s audited consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2013, and Note 3 in “Notes to Condensed Consolidated Financial Statements (Unaudited)” contained in Post’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, each as filed with the SEC and incorporated by reference in this prospectus supplement, for further discussion of business combinations.

(7)

As used herein, “EBITDA” represents operating profit plus depreciation and amortization. We present EBITDA because we consider it to be an important supplemental measure of our performance and believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry.

We believe issuers of “high yield” securities also present EBITDA because investors, analysts and rating agencies consider it useful in measuring the ability of those issuers to meet debt service obligations. We believe EBITDA (which, as derived from operating profit, has not been reduced by interest expense or provision for taxes), is an appropriate supplemental measure of debt service capacity, because cash expenditures on interest are, by definition, available to pay interest and tax expense is inversely correlated to interest expense because tax expense goes down as deductible interest expense goes up. Depreciation and amortization are non-cash charges.

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The indentures governing our senior notes use EBITDA (with additional adjustments similar to those discussed in note (8) below regarding our calculation of “Adjusted EBITDA”) to measure our compliance with covenants such as interest coverage and leverage. Our management also believes EBITDA is an acceptable indicator of our ability to incur and service debt and make capital expenditures. We believe that EBITDA is a useful financial metric to assess our operating performance from period to period by excluding certain items that we believe are not representative of our core business.

EBITDA has limitations as an analytical tool and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

•

EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

•

EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

•

EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;

•

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacements; and

•

other companies in our industry may calculate EBITDA differently than we do, limiting its usefulness as a comparative benchmark measure.

Because of these limitations, EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA only supplementally.

The following table reconciles EBITDA to operating profit for the periods indicated:


	Year Ended September 30,							Six Months Ended March 31,				Twelve Months Ended March 31, 2014
(in millions)	2011			2012		2013		2013		2014		Twelve Months Ended March 31, 2014
Operating profit (loss)	$	(368.6	)	$	139.1	$	107.8	$	59.2	$	24.9	$	73.5
Depreciation and amortization		58.7			63.2		76.8		32.4		51.2		95.6

EBITDA	$	(309.9	)	$	202.3	$	184.6	$	91.6	$	76.1	$	169.1

(8)

We present Adjusted EBITDA as a further supplemental measure of our performance and ability to service debt. We prepare Adjusted EBITDA by adjusting EBITDA to eliminate the impact of a number of items that are non-cash items, unusual items which we do not expect to recur or continue at the same level or other items which we do not believe to be reflective of our ongoing operating performance. We have also included in our preparation of Adjusted EBITDA an adjustment for additional costs we estimated we would have incurred if we would have been a stand-alone company during the periods prior to our separation from Ralcorp. You are encouraged to evaluate each adjustment and the reasons we consider them appropriate for supplemental analysis. As an analytical tool, Adjusted EBITDA is subject to all of the limitations applicable to EBITDA, including the fact that we may calculate Adjusted EBITDA differently than other companies in our industry. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only supplementally. In addition, in evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses similar to the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

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The following table reconciles EBITDA to Adjusted EBITDA for the periods indicated:


	Year Ended September 30,								Six Months Ended March 31,					Twelve Months Ended March 31, 2014
(in millions)	2011			2012			2013		2013		2014			Twelve Months Ended March 31, 2014
EBITDA	$	(309.9	)	$	202.3		$	184.6	$	91.6	$	76.1		$	169.1
Stock compensation(a)		1.1			4.5			10.5		5.4		7.4			12.5
Retention and severance costs(b)		—			0.9			—		—		—			—
Intangible asset impairment(c)		566.5			—			2.9		—		—			2.9
Impact of mark-to-market accounting for economic hedges(d)		7.1			0.3			0.9		0.8		(1.5	)		(1.4	)
Losses on hedge of purchase price of acquisitions(e)		—			—			—		—		13.1			13.1
Intercompany servicing fees(f)		(3.7	)		(0.8	)		—		—		—			—
Separation costs(g)		2.8			12.5			8.9		5.2		0.3			4.0
Inventory revaluation adjustment on acquired businesses(h)		—			—			1.4		0.5		7.3			8.2
Public company costs(i)		(15.0	)		(5.1	)		—		—		—			—
Restructuring and plant closure costs(j)		—			—			4.8		—		3.5			8.3
Acquisition related transaction costs(k)		—			—			2.7		—		13.9			16.6
Integration costs(l)		—			—			—		—		1.3			1.3
Legal settlement(m)		—			—			—		—		(2.0	)		(2.0	)

Adjusted EBITDA	$	248.9		$	214.6		$	216.7	$	103.5	$	119.4		$	232.6

(a)

Represents non-cash expenses related to stock-based compensation.

(b)

Represents non-recurring retention expense for certain Post employees to ensure continuity during the transition/integration of the Post business from Kraft into Ralcorp and for the separation of Post from Ralcorp. Also includes severance for job eliminations triggered by the spin-off from Ralcorp.

(c)

For the fiscal year ended September 30, 2011, represents a non-cash expense for the impairment of goodwill and certain trademark intangible assets. For the fiscal year ended September 30, 2013, represents a non-cash expense for the impairment of certain trademark intangible assets. For more information about these expenses, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies and Estimates” and Notes 2 and 6 of “Notes to Consolidated Financial Statements” in Post’s audited consolidated financial statements, each contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2013 filed with the SEC and incorporated by reference in this prospectus supplement.

(d)

Represents a non-cash expense for mark-to-market adjustments on economic hedges. For more information, see Note 12 of “Notes to Consolidated Financial Statements” in Post’s audited consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2013, and Note 9 in “Notes to Condensed Consolidated Financial Statements (unaudited)” contained in Post’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, each as filed with the SEC and incorporated by reference in this prospectus supplement.

(e)

On December 7, 2013, Post entered into a share purchase agreement to acquire Golden Boy Foods Ltd. for a purchase price of 320 million Canadian dollars. From that date through January 31, 2014, Post began to accumulate Canadian dollars in preparation for closing the transaction on February 1, 2014. In addition, Post entered into a financial instrument as an economic hedge against fluctuations in the foreign currency exchange rate of the Canadian dollar against the U.S. dollar. In aggregate, Post incurred a loss of $13.1 million during the six months ended March 31, 2014 on the Canadian dollars accumulated and the economic hedge.

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(f)

Represents intercompany servicing fees from an accounts receivable securitization program that did not continue after Post’s separation from Ralcorp.

(g)

Represents certain expenses incurred to effect the separation of Post from Ralcorp and to support Post’s transition into a separate stand-alone entity.

(h)

Represents the profit impact of inventory basis step-up related to business combinations.

(i)

Represents additional costs we estimate we would have incurred had we been a stand-alone company for the duration of the periods presented, consisting primarily of executive office costs, incremental costs to perform core corporate support functions, independent board of director fees and costs and external and internal audit costs. We estimated that these costs (excluding non-cash components) would have been approximately $15.0 million per year and have used $15.0 million in our calculation of Adjusted EBITDA for each applicable fiscal year shown in the table above.

(j)

Represents certain plant closure related expenses associated with the closing of the Modesto, California facility as part of a cost savings and capacity rationalization effort. The transfer of production capabilities and closure of the facility is expected to be completed by September 2014.

(k)

Represents acquisition related professional service fees associated with the signed and closed business combinations.

(l)

Represents costs incurred to integrate acquired or to be acquired businesses.

(m)

Represents cash received to settle a legal matter.

(9)

We present Pro Forma Adjusted EBITDA as a further supplemental measure of our performance and ability to service debt. We prepare Pro Forma Adjusted EBITDA by further adjusting Adjusted EBITDA to give effect to recent acquisitions, as well as of our pending acquisition of Michael Foods, as if those acquisitions had occurred on April 1, 2013, as follows:

•

Our acquisition of the Hearthside Business was completed on May 28, 2013. Our financial results for the 12 month period ended March 31, 2014 includes ten months of financial results attributable to the Hearthside Business. The adjustments to Pro Forma Adjusted EBITDA for the 12 month period ended March 31, 2014 include management’s estimate of the pre-acquisition Adjusted EBITDA of the Hearthside Business for the period from April 1, 2013 through May 27, 2013. Because the financial statements for the assets that comprised the Hearthside Business did not include an allocation of taxes or interest expense, EBITDA for the Hearthside Business was calculated as net income plus depreciation and amortization, without further adjustment.

•

Our acquisition of the Premier Business was completed on September 1, 2013. Our financial results for the 12 month period ended March 31, 2014 includes seven months of financial results attributable to the Premier Business. The adjustments to Pro Forma Adjusted EBITDA for the 12 month period ended March 31, 2014 include management’s estimate of the pre-acquisition Adjusted EBITDA of the Premier Business for the period from April 1, 2013 through August 31, 2013 and include adjustments to remove certain non-recurring compensation and transaction related costs.

•

Our acquisition of the Dakota Growers Business was completed effective January 1, 2014. Our financial results for the 12 month period ended March 31, 2014 includes three months of financial results attributable to the Dakota Growers Business. The adjustments to Pro Forma Adjusted EBITDA for the 12 month period ended March 31, 2014 include management’s estimate of the pre-acquisition Adjusted EBITDA of Agricore for the period from April 1, 2013 through December 31, 2013 and include adjustments to remove certain commodity hedging gains.

•

Our acquisition of the Dymatize Business was completed effective February 1, 2014. Our financial results for the 12 month period ended March 31, 2014 includes two months of financial results attributable to the Dymatize Business. The adjustments to Pro Forma Adjusted EBITDA for the 12 month period ended March 31, 2014 include management’s estimate of the pre-acquisition Adjusted EBITDA of the Dymatize Business for the period from April 1, 2013 through January 31, 2014 and also

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include adjustments to remove non-recurring transaction and legal expenses and costs incurred by the Dymatize Business as a stand-alone company for its board of directors.

•

Our acquisition of the Golden Boy Business was completed effective February 1, 2014. Our financial results for the 12 month period ended March 31, 2014 includes two months of financial results attributable to the Golden Boy Business. The adjustments to Pro Forma Adjusted EBITDA for the 12 month period ended March 31, 2014 include management’s estimate of the pre-acquisition Adjusted EBITDA of the Golden Boy Business for the period from April 1, 2013 through January 31, 2014 and also include adjustments to remove non-recurring plant start-up costs and remove transaction costs.

•

We entered into an agreement to acquire the Michael Foods Business on April 16, 2014. The adjustments to Pro Forma Adjusted EBITDA for the 12 month period ended March 31, 2014 include management’s estimate of the Adjusted EBITDA of the Michael Foods Business for the period from March 31, 2013 through March 29, 2014 and also include adjustments to remove costs associated with non-cash and stock option compensation, legal settlement, transaction costs, equity sponsor management fee, and unrealized loss on currency transactions.

•

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The following table reconciles Adjusted EBITDA to Pro Forma Adjusted EBITDA for the period indicated:


(in millions)	Twelve Months Ended March 31, 2014
Adjusted EBITDA	$	232.6
Hearthside Business Adjusted EBITDA Adjustment(a)		2.9
Premier Business Adjusted EBITDA Adjustment(b)		9.2
Dakota Growers Business Adjusted EBITDA(c)		26.7
Dymatize Business Adjusted EBITDA(d)		20.7
Golden Boy Business Adjusted EBITDA(e)		29.1
Michael Foods Business Adjusted EBITDA(f)		238.8
Projected cost savings(g)		10.0

Pro Forma Adjusted EBITDA	$	570.0

(a)

Adjustment gives effect to the acquisition of the Hearthside Business, which was consummated on May 28, 2013, as if such acquisition had occurred on April 1, 2013, by including management’s estimate of the Adjusted EBITDA of the Hearthside Business for the period from April 1, 2013 through May 27, 2013. This estimate does not include any contributions from synergies or cost savings management expects to achieve in the future. The following is a reconciliation of earnings before income taxes to Adjusted EBITDA for the Hearthside Business (amounts in millions):


	April 1, 2013 to May 27, 2013
Earnings before income taxes	$	2.2
Depreciation and amortization		0.7

Adjusted EBITDA	$	2.9

(b)

Adjustment gives effect to the acquisition of the Premier Business, which was consummated on September 1, 2013, as if such acquisition had occurred on April 1, 2013, by including management’s estimate of the Adjusted EBITDA of the Premier Business for the period from April 1, 2013 through August 31, 2013, including adjustments to remove certain non-recurring compensation and transaction related costs. This estimate does not include any contributions from synergies or cost savings management expects to achieve in the future. The following is a reconciliation of earnings before income taxes to Adjusted EBITDA for the Premier Business (amounts in millions):


	April 1, 2013 to August 31, 2013
Earnings before income taxes	$	(1.2	)
Depreciation and amortization		3.3
Interest expense, net		1.4
Transaction expenses		4.8
Stock compensation		0.8
Other, net		0.1

Adjusted EBITDA	$	9.2

(c)

Adjustment gives effect to the acquisition of the Dakota Growers Business, which was consummated effective January 1, 2014, as if such acquisition had occurred on April 1, 2013 by including the Adjusted EBITDA of Agricore for the period from April 1, 2013 through December 31, 2013, including adjustments to remove certain losses on the disposition of property and to add back certain

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commodity hedging gains. This measure does not include any contributions from synergies or cost savings management expects to achieve in the future. The following is a reconciliation of earnings before income taxes to Adjusted EBITDA for the Dakota Growers Business (amounts in millions):


	April 1, 2013 to December 31, 2013
Earnings before income taxes	$	20.3
Depreciation and amortization		7.7
Interest expense		0.8
Transaction expenses		0.3
Commodity hedging gains		(2.6	)
Other		0.2

Adjusted EBITDA	$	26.7

(d)

Adjustment gives effect to the acquisition of the Dymatize Business, which was consummated effective February 1, 2014, as if such acquisition had occurred on April 1, 2013, by including management’s estimate of the Adjusted EBITDA of the Dymatize Business for the period from April 1, 2013 through January 31, 2014, including adjustments to remove non-recurring transaction and legal expenses and costs incurred by Dymatize as a stand-alone company for its board of directors. The following is a reconciliation of earnings before income taxes to Adjusted EBITDA for the Dymatize Business (amounts in millions):


	April 1, 2013 to January 31, 2014
Earnings before income taxes	$	(0.5	)
Depreciation and amortization		8.8
Interest expense, net		9.7
Board of directors costs		0.2
Transaction and legal expenses		1.6
Other		0.9

Adjusted EBITDA	$	20.7

(e)

Adjustment gives effect to the acquisition of the Golden Boy Business, which was consummated effective February 1, 2014, as if such acquisition had occurred on April 1, 2013, by including management’s estimate of the Adjusted EBITDA of the Golden Boy Business for the period from April 1, 2013 through January 31, 2014, including adjustments to remove non-recurring plant start-up costs and remove transaction costs. This estimate does not include any contributions from synergies or cost savings management expects to achieve in the future. In the table below, US dollar amounts for the Golden Boy Business were derived by dividing the Golden Boy Business amounts denominated in Canadian dollars by the average weekly foreign exchange rate during the period of April 1, 2013 to January 31, 2014 of 1 US dollar to 1.0414 Canadian dollars. The following is a reconciliation of earnings before income taxes to Adjusted EBITDA for the Golden Boy Business (amounts in millions):


	April 1, 2013 to January 31, 2014
Earnings before income taxes	$	(3.5	)
Depreciation and amortization		5.7
Interest expense, net		2.8
Plant start-up costs		0.3
Transaction costs		24.3
Other		(0.5	)

Adjusted EBITDA	$	29.1

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(f)

Adjustment gives effect to the pending acquisition of the Michael Foods Business as if such acquisition had occurred on April 1, 2013, by including management’s estimate of the Adjusted EBITDA of the Michael Foods Business for the period from April 1, 2013 through March 31, 2014, include adjustments to remove costs associated with non-cash and stock option compensation, legal settlement, transaction costs, equity sponsor management fee, and unrealized loss on currency transactions. For a reconciliation of Michael Foods’ Adjusted EBITDA to the most directly comparable GAAP measure, see note (1) under “Prospectus Supplement Summary—Summary Historical Financial Information of MFI Holding Corporation.”

(g)

In connection with the acquisition of Michael Foods, we expect to recognize approximately $10.0 million in annual run-rate pre-tax synergies in fiscal year 2015 from improved commodity purchasing as well as indirect purchasing and professional services as a result of benefits of scale. Although we currently expect to receive at least $10.0 million in synergies, there can be no assurance that we will realize the anticipated synergies.

(10)

Net Debt (as adjusted) is defined as (a) the aggregate principal amount of our long term debt of $3,660.8 million less (b) cash and cash equivalents of $38.5 million, in each case after giving effect to the issuance of Units offered hereby, the acquisition of Michael Foods, the term loan, the common stock offering and the debt offering (plus indebtedness of Michael Foods and its subsidiaries that will remain outstanding after completion of the Michael Foods acquisition) as if this offering, the Michael Foods acquisition and the other financing transactions had occurred on March 31, 2014 and, in the case of cash and cash equivalents, also giving effect to estimated expenses with respect to such transactions. Net Debt does not give pro forma effect to, or include any adjustment for, our pending acquisition of the PowerBar and Musashi branded premium bars, powders and gel products business of Nestlé S.A. Net Debt (as adjusted) is calculated based upon the assumptions described under “Notes to Unaudited Pro Forma Condensed Consolidated Financial Information—MFI Acquisition Transaction Summary –Financing Assumptions” included in this prospectus supplement, except that the estimated amount of net proceeds from the common stock offering, after deducting estimated underwriting discounts and commissions and estimated offering expenses, is assumed to be approximately $202.9 million, based upon the sale of 4.5 million shares at an assumed price of $46.96, which was the closing price of our common stock on May 16, 2014. Changes in the assumptions described therein may result in changes to Net Debt (as adjusted) and any such changes could be material.

(11)

Ratio of Net Debt (as adjusted) to Pro Forma Adjusted EBITDA represents the ratio of our Net Debt (as adjusted) as of March 31, 2014 (calculated as described above in note (10)) to our Pro Forma Adjusted EBITDA for the twelve months ended March 31, 2014 (calculated as described in note (9)). Ratio of Net Debt (as adjusted) to Pro Forma Adjusted EBITDA does not give pro forma effect to, or include any adjustment for, our pending acquisition of the PowerBar and Musashi branded premium bars, powders and gel products business of Nestlé S.A. For purposes of Ratio of Net Debt (as adjusted) to Pro Forma Adjusted EBITDA, Net Debt (as adjusted) is calculated based upon the assumptions described under “Notes to Unaudited Pro Forma Condensed Consolidated Financial Information—MFI Acquisition Transaction Summary—Financing Assumptions” included in this prospectus supplement, except that the estimated amount of net proceeds from the common stock offering, after deducting estimated underwriting discounts and commissions and estimated offering expenses, is assumed to be approximately $202.9 million, based upon the sale of 4.5 million shares at an assumed price of $46.96, which was the closing price of our common stock on May 16, 2014. Changes in the assumptions described therein may result in changes to Net Debt (as adjusted) and Ratio of Net Debt (as adjusted) to Pro Forma Adjusted EBITDA and any such changes could be material.

(12)	Includes unamortized premium of $52.1 million at March 31, 2014 and $33.6 million at September 30, 2013.

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Summary Historical Financial Information of MFI Holding Corporation

The following table sets forth (i) the selected historical consolidated financial data for MFI Holding Corporation (which we refer to as Michael Foods) for the fiscal years ended December 28, 2013, December 29, 2012 and December 31, 2011 and the fiscal three-month periods ended March 29, 2014 and March 30, 2013. Michael Foods’ fiscal year is based on either a 52- or 53-week period ending on the Saturday closest to each December 31. Therefore, the financial results of certain fiscal years will not be exactly comparable to the prior or subsequent fiscal years. The fiscal years ended December 28, 2013, December 29, 2012 and December 31, 2011 contain operating results for 52 weeks. The fiscal three-month periods ended March 29, 2014 and March 30, 2013 each contains operating results for 13 weeks.

The statement of operations data for the years ended December 28, 2013, December 29, 2012 and December 31, 2011 and the balance sheet data as of December 28, 2013 and December 29, 2012 were derived from the audited consolidated financial statements of Michael Foods included in the Form 8-K of Post Holdings, Inc. filed with the SEC on May 19, 2014 and incorporated by reference into this prospectus supplement. The summary unaudited historical condensed consolidated financial data for the quarters ended March 29, 2014 and March 30, 2013 have been derived from Michael Foods’ unaudited condensed consolidated financial statements, which were included in the Form 8-K of Post Holdings, Inc. filed with the SEC on May 19, 2014 and incorporated by reference into this prospectus supplement, and include, in the opinion of Michael Foods’ management, all adjustments, consisting of normal, recurring adjustments, necessary for a fair presentation of such information. The financial data presented for the interim periods are not necessarily indicative of the results for the full fiscal year.

Management’s estimate of the Adjusted EBITDA of Michael Foods for March 31, 2013 through March 29, 2014, is based on financial information for Michael Foods for the fiscal year ended December 28, 2013, which was derived from the audited financial statements for such period incorporated by reference in this prospectus supplement, to which the unaudited quarterly financial information for the fiscal quarter ended March 29, 2014 were added and the unaudited quarterly financial information for the fiscal quarter ended March 30, 2013 were subtracted. All such financial statements were prepared by Michael Foods current management.


	Year Ended,									Three Months Ended						Twelve Months Ended March 29, 2014
	December 31, 2011			December 29, 2012			December 28, 2013			March 30, 2013			March 29, 2014			Twelve Months Ended March 29, 2014
Statements of Operations Data:
Net sales	$	1,766.6		$	1,856.1		$	1,948.3		$	484.2		$	474.0		$	1,938.1
Cost of sales		(1,493.6	)		(1,544.5	)		(1,623.0	)		(397.8	)		(407.1	)		(1,632.3	)

Gross profit		273.0			311.6			325.3			86.4			66.9			305.8
Selling, general and administrative expenses		(156.9	)		(177.3	)		(161.3	)		(42.5	)		(42.5	)		(161.3	)

Operating profit		116.1			134.3			164.0			43.9			24.4			144.5
Interest expense, net		(98.1	)		(91.1	)		(111.2	)		(28.0	)		(27.4	)		(110.6	)
Unrealized (loss) gain on currency transactions		(0.4	)		0.4			(1.2	)		(0.4	)		(0.5	)		(1.3	)
Loss on early extinguishment of debt		(3.5	)		—			—			—			—			—

Earnings (loss) before income taxes and equity in losses of unconsolidated subsidiary		14.1			43.6			51.6			15.5			(3.5	)		32.6
Income tax benefit (expense)		0.7			(12.3	)		(17.0	)		(4.9	)		1.0			(11.1	)
Equity in losses of unconsolidated subsidiary		(0.5	)		(1.9	)		(0.8	)		(0.5	)		—			(0.3	)

Net (loss) earnings	$	14.3		$	29.4		$	33.8		$	10.1		$	(2.5	)	$	21.2

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	Year Ended,						Three Months Ended			Twelve Months Ended March 29, 2014
	December 31, 2011		December 29, 2012		December 28, 2013		March 30, 2013	March 29, 2014		Twelve Months Ended March 29, 2014
Balance Sheet Data (as of the last day of the period):
Working capital, excluding cash and cash equivalents and current maturities of long-term debt			$	129.5	$	123.7		$	153.5
Total assets				2,082.7		2,072.8			2,041.1
Long-term debt, including current portion				1,483.0		1,445.0			1,444.0
Shareholder’s equity				134.3		171.4			171.3
Other Financial Data
Adjusted EBITDA(1)	$	230.0	$	242.8	$	257.8		$	48.2	$	238.8

(1)

The following is a reconciliation of earnings before income taxes to Adjusted EBITDA for Michael Foods for the fiscal years ended December 28, 2013, December 29, 2012 and December 31, 2011, the fiscal three months ended March 29, 2014 and the twelve months ended March 29, 2014. For a discussion of Adjusted EBITDA and its limitations, see “Non-GAAP Financial Measures” elsewhere in this prospectus supplement.


	Year Ended								Three Months Ended March 29, 2014			Twelve Months Ended March 29, 2014
	December 31, 2011		December 29, 2012			December 28, 2013			Three Months Ended March 29, 2014			Twelve Months Ended March 29, 2014
Earnings (loss) before income taxes and equity in losses of unconsolidated subsidiary	$	14.1	$	43.6		$	51.6		$	(3.5	)	$	32.6
Interest Expense		98.1		91.1			111.2			27.4			110.6
Depreciation and amortization		97.2		97.6			91.5			22.6			91.4
Non-cash stock option compensation		1.9		2.1			2.2			0.5			2.2
Debt refinancing costs		8.7		0.3			—			—			—
Legal Settlement(a)		—		5.8			(1.3	)		—			(1.5	)
Business optimation project		2.8		—			—			—			—
Inventory adjustment -prior period		3.3		—			—			—			—
Transaction costs		—		1.8			1.0			0.2			1.1
Equity Sponsor management fee		2.3		2.4			2.6			0.7			2.7
Unrealized loss (gain) on currency transactions(b)		0.4		(0.4	)		1.2			0.5			1.3
Other		1.2		(1.5	)		(2.2	)		(0.2	)		(1.6	)

Adjusted EBITDA	$	230.0	$	242.8		$	257.8		$	48.2		$	238.8

(a)

The legal settlement relates to the jury award and subsequent mediated settlement in the National Pasteurized Eggs, Inc. litigation.

(b)

The unrealized loss on currency transactions relates to an intercompany note receivable denominated in Canadian currency and due from Michael Foods’ Canadian subsidiary, MFI Food Canada Ltd.

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The Offering

The following summary of the offering contains basic information about the offering and the Units and is not intended to be complete. It does not contain all the information that is important to you. For a more complete understanding of the Units, please refer to the section of this prospectus entitled “Description of the Units.”

As used in this “The Offering” section, the terms “Post,” “we,” “us” and “our” mean Post Holdings, Inc. and do not include any of its existing or future subsidiaries.

The Units

Issuer

Post Holdings, Inc.

Number of Units offered

2,000,000 Units

Option to purchase additional Units

Up to 300,000 additional Units

Stated amount and initial offering price of each Unit

$100.00 for each Unit

Components of each Unit

Each Unit is comprised of two parts:

•

a prepaid stock purchase contract (a “purchase contract”); and

•

a senior amortizing note issued by us (an “amortizing note”).

Unless settled earlier at your or our election, each purchase contract will automatically settle on June 1, 2017 (the “mandatory settlement date”) (subject to postponement in certain limited circumstances), and we will deliver not more than shares and not less than shares of our common stock per purchase contract, each subject to adjustment, based upon the applicable fixed settlement rates, the reference price, the threshold appreciation price and daily VWAP of our common stock, all as described below under “Description of the Purchase Contracts—Delivery of Common Stock.”

Each amortizing note will have an initial principal amount of $ , will bear interest at the rate of % per annum and will have a final installment payment date of June 1, 2017. On each March 1, June 1, September 1 and December 1, commencing on September 1, 2014, we will pay equal quarterly cash installments of $ per amortizing note (except for the September 1, 2014 installment payment, which will be $ per amortizing note), which cash payment in the aggregate per year will be equivalent to a % cash payment per year with respect to each $100.00 stated amount of Units. Each installment will constitute a payment of interest and a partial repayment of principal, allocated as set forth on the amortization schedule set forth under “Description of the Amortizing Notes—Amortization Schedule.”

The return to an investor on a Unit will depend upon the return provided by each component. The overall return will consist of the

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value of the shares of our common stock delivered upon settlement of the purchase contracts and the cash installments paid on the amortizing notes.

Each Unit may be separated into its components

Each Unit may be separated by a holder into its constituent purchase contract and amortizing note on any business day during the period beginning on, and including, the business day immediately following the date of initial issuance of the Units to, but excluding, the third business day immediately preceding the mandatory settlement date or any “early mandatory settlement date,” as defined below. Prior to separation, the purchase contracts and amortizing notes may only be purchased and transferred together as Units. See “Description of the Units—Separating and Recreating Units.”

A Unit may be recreated from its components

If you hold a separate purchase contract and a separate amortizing note, you may combine the two components to recreate a Unit on any business day before the third business day immediately preceding the mandatory settlement date or any early mandatory settlement date. See “Description of the Units—Separating and Recreating Units.”

No Listing

Our common stock is listed on the NYSE under the symbol “POST.”

Use of proceeds

We estimate that the net proceeds of this offering will be approximately $193.5 million (or approximately $222.6 million if the underwriters exercise their option to purchase additional Units in full), after deducting the underwriters’ commissions and estimated offering expenses payable by us.

We intend to use the net proceeds of this offering, including any proceeds we may receive from the exercise by the underwriters of their option to purchase additional Units, and the other financing transactions to fund a portion of the acquisition of Michael Foods and to pay related costs, fees and expenses. Neither this offering nor the common stock offering is contingent on completion of the acquisition of Michael Foods. The debt offering is conditioned on the simultaneous closing of the Michael Foods acquisition. If the Michael Foods acquisition is not completed, we intend to use the net proceeds from this offering and the common stock offering, if completed, for general corporate purposes, which could include, among other things, financing future acquisition opportunities, working capital and capital expenditures. See “Use of Proceeds.”

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An affiliate of Goldman, Sachs & Co. is one of the current equity owners of Michael Foods and will, if the Michael Foods acquisition is consummated, receive 5% or more of the net proceeds of this offering. In addition, affiliates of several of the underwriters are lenders under Michael Foods’ existing credit facilities (and may from time to time beneficially own Michael Foods’ outstanding debt securities which are being repaid in connection with the acquisition) and, accordingly, will receive a portion of the net proceeds from this offering if the acquisition of Michael Foods is consummated. See “Use of Proceeds” and “Underwriting (Conflicts of Interest).”

Conflicts of Interest

The net proceeds from this offering may be used to finance the acquisition of Michael Foods. Because an affiliate of Goldman, Sachs & Co. is one of the current equity owners of Michael Foods and will, if the Michael Foods acquisition is consummated, receive 5% or more of the net proceeds of this offering, Goldman, Sachs & Co. is deemed to have a “conflict of interest” under Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“FINRA”). As a result, this offering will be conducted in accordance with FINRA Rule 5121. Pursuant to that rule, the appointment of a “qualified independent underwriter” is not required in connection with this offering as the member primarily responsible for managing the public offering does not have a conflict of interest, is not an affiliate of any member that has a conflict of interest and meets the requirements of paragraph (f)(12)(E) of FINRA Rule 5121. In addition, affiliates of several of the underwriters are lenders under Michael Foods’ existing credit facilities (and may from time to time beneficially own Michael Foods’ outstanding debt securities which are being repaid in connection with the acquisition) and, accordingly, may receive a portion of the net proceeds from this offering if the acquisition of Michael Foods is consummated. See “Use of Proceeds” and “Underwriting (Conflicts of Interest).”

U.S. federal income tax considerations

Although there is no authority directly on point and therefore the issue is not free from doubt, each Unit will be treated as an investment unit composed of two separate instruments for U.S. federal income tax purposes, including amortizing notes which will be treated as indebtedness for U.S. federal income tax purposes. Under this treatment, a holder of Units will be treated as if it held each component of the Units for U.S. federal income tax purposes. By acquiring a Unit, you will agree to treat (i) a Unit as an investment unit composed of two separate instruments in accordance with its form and (ii) the amortizing notes component as indebtedness for U.S. federal income tax purposes. If, however, the components of a Unit were treated as a single instrument, the U.S. federal income tax consequences could differ from the consequences described herein.

Prospective investors should consult their tax advisors regarding the tax treatment of an investment in Units, whether a purchase of a Unit

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is advisable in light of the investor’s particular tax situation and the tax treatment described under “Material U.S. Federal Income Tax Considerations.”

Dividend policy

We have no plans to pay cash dividends on our common stock in the foreseeable future, and our existing senior credit facility and the indentures governing our debt securities restrict, and future credit facilities may restrict, our ability to pay dividends.

Risk factors

An investment in the Units involves certain risks. You should carefully consider the risks described under “Risk Factors” beginning on page S-33 of this prospectus supplement, as well as other information included or incorporated by reference into this prospectus supplement and the accompanying prospectus, including our financial statements and the notes thereto, before making an investment decision.

The Purchase Contracts

Mandatory settlement

Daily settlement amount

The daily settlement amount for each purchase contract and for each of the 20 consecutive trading days during the observation period will consist of:

•

if the daily VWAP is equal to or greater than $ per share (the “threshold appreciation price”), subject to adjustment, a number of shares of our common stock equal to (i) shares of common stock, subject to adjustment (the “minimum settlement rate”) divided by (ii) 20;

•

if the daily VWAP is less than $ per share, subject to adjustment, but greater than $ per share (the “reference price”), subject to adjustment, a number of shares of our common stock equal to (i) $100.00 divided by the daily VWAP (ii) divided by 20; and

•

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The minimum settlement rate, maximum settlement rate, reference price and threshold appreciation price are subject to adjustment as described below under “Description of the Purchase Contracts—Adjustments to the Fixed Settlement Rates.”

The initial threshold appreciation price represents an appreciation of approximately % above the initial reference price of $ per share.

No fractional shares of our common stock will be issued to holders upon settlement of purchase contracts. In lieu of fractional shares, holders will be entitled to receive a cash payment calculated as described herein. Except in the limited circumstances described herein, the purchase contract holders will not receive any cash distributions under the purchase contracts.

Early settlement at your election

On any business day during the period beginning on, and including, the business day immediately following the date of initial issuance of the Units to, but excluding, the third business day immediately preceding the mandatory settlement date, you may settle any or all of your purchase contracts early, in which case we will deliver a number of shares of our common stock equal to the minimum settlement rate, which is subject to adjustment as described below under “Description of the Purchase Contracts—Adjustments to the Fixed Settlement Rates.” That is, the market value of our common stock on the early settlement date will not affect the early settlement rate.

In addition, if a “fundamental change” (as defined herein) occurs and you elect to settle your purchase contracts early in connection with such fundamental change, you will receive a number of shares of our common stock based on the “fundamental change early settlement rate” as described under “Description of the Purchase Contracts—Early Settlement Upon a Fundamental Change.”

In the event you elect to settle your purchase contracts early or to exercise your fundamental change early settlement right, you will not have the right to require us to repurchase your amortizing notes.

Early settlement at our election

We may elect to settle all outstanding purchase contracts early at the “early mandatory settlement rate” upon a date fixed by us upon not less than 20 business days’ notice (the “early mandatory settlement date”).

The “early mandatory settlement rate” will be the maximum settlement rate.

If we elect to settle all outstanding purchase contracts early, you will have the right to require us to repurchase your amortizing notes on the repurchase date at the repurchase price as described under “Description of the Amortizing Notes—Repurchase of Amortizing Notes at the Option of the Holder.”

Purchase Contract Agent and Trustee

U.S. Bank National Association

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The Amortizing Notes

Initial principal amount of each amortizing note

Installment payments

Each installment payment of $ (or, in the case of the installment payment due on September 1, 2014, $ ) per amortizing note will be paid in cash and will constitute a partial repayment of principal and a payment of interest, computed at an annual rate of %. Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Payments will be applied first to the interest due and payable and then to the reduction of the unpaid principal amount, allocated as set forth on the amortization schedule set forth under “Description of the Amortizing Notes—Amortization Schedule.”

Installment payment dates

Each March 1, June 1, September 1 and December 1, commencing on September 1, 2014, with a final installment payment date of June 1, 2017.

Ranking of the amortizing notes

The amortizing notes will be our senior unsecured obligations. The indebtedness evidenced by the amortizing notes will:

•

rank senior in right of payment to any of our existing and future subordinated indebtedness;

•

rank equally in right of payment with all of our existing and future senior indebtedness that is not so subordinated;

•

be effectively subordinated in right of payment to our existing and future secured indebtedness, including the term loan and our existing revolving credit facility, to the extent of the value of the assets securing such indebtedness; and

•

be structurally subordinated to all existing and future indebtedness and other liabilities of our subsidiaries.

As of March 31, 2014, after giving effect to the completion of this offering and the other financing transactions, we would have had approximately $2,912.8 million of aggregate principal amount of unsecured senior indebtedness outstanding (including our senior notes and the amortizing notes component of the units), approximately $735.0 million outstanding on the term loan, $400.0 million available for borrowing under our revolving credit facility, and an additional $50.0 million payment obligation to the sellers of Michael Foods under the merger agreement that is due on the first anniversary of the acquisition of Michael Foods. The amounts borrowed under the term loan and any amounts that we borrow under the revolving credit facility will be secured, and therefore effectively senior to the amortizing notes. In addition, upon completion of the Michael Foods acquisition, certain of our acquired Michael Foods subsidiaries will have outstanding indebtedness of approximately $13.0 million, approximately $12.5 million of which will be secured.

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Repurchase of amortizing notes at the option of the holder

If we elect to settle the purchase contracts early (as described under “Description of the Purchase Contracts—Early Settlement at Our Election”), then holders will have the right to require us to repurchase some or all of their amortizing notes on the repurchase date for cash at the repurchase price per note to be repurchased, in accordance with and subject to the conditions described under “Description of the Amortizing Notes—Repurchase of Amortizing Notes at the Option of the Holder.” Holders will not have the right to require us to repurchase any or all of their amortizing notes in connection with any early settlement of purchase contracts at the holders’ election at the early settlement rate as described under “Description of the Purchase Contracts—Early Settlement” or at the fundamental change early settlement rate as described under “Description of the Purchase Contracts—Early Settlement Upon a Fundamental Change.”

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RISK FACTORS

Investment in our common stock involves risks. Before acquiring any shares of our common stock, you should carefully consider the risk factors set forth below and those incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 10, 2014 (the second Form 8-K only) and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on May 9, 2014. The risks described below or incorporated by reference herein are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business operations. Any of the following risks or those incorporated by reference herein could materially and adversely affect our business, financial condition or results of operations. In such case, you could lose all or part of your original investment.

Risk Factors Relating to Post, the Units, the Amortizing Notes, the Purchase Contracts and our Common Stock

We intend to use the net proceeds from this offering to fund a portion of the purchase price of Michael Foods, but this offering is not conditioned upon the Michael Foods acquisition.

As described under “Use of Proceeds,” we intend to use the net proceeds from this offering to fund a portion of the purchase price of Michael Foods. However, this offering is not conditioned upon the Michael Foods acquisition. If the Michael Foods acquisition is not consummated, our management will have broad discretion in the application of the net proceeds from this offering, and holders of our securities will not have the opportunity as part of their investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use.

The price of our common stock may fluctuate significantly.

The trading price of our shares of common stock has from time to time fluctuated widely and in the future may be subject to similar fluctuations. This volatility may affect the price at which you could sell our securities. The market price of our common stock is likely to continue to be volatile and may fluctuate significantly in response to many factors, including:

•

our failure to complete the Michael Foods acquisition;

•

operating results that vary from the expectations of management, securities analysts and investors;

•

developments in our business or in sectors in which we operate generally;

•

the operating and securities price performance of companies that investors consider to be comparable to us;

•

announcements of strategic developments, acquisitions and other material events by us or our competitors;

•

negative economic conditions that adversely affect the economy, commodity prices, the job market and other factors that may affect the markets in which we operate;

•

publication of research reports about us or the sectors in which we operate generally;

•

changes in market valuations of similar companies;

•

adverse market reaction to any additional debt we incur in the future;

•

additions or departures of key management personnel;

•

actions by institutional shareholders;

•

speculation in the press or investment community;

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•

the failure to identify and complete favorable acquisitions in the future or unexpected difficulties or developments related to the integration of recently completed or future acquisitions; and

•

the realization of any of the other risk factors included in, or incorporated by reference to, this prospectus supplement or the prospectus.

Holders of our common stock will be subject to the risk of volatile and depressed market prices of our common stock. In addition, many of the factors listed above are beyond our control. These factors may cause the market price of our common stock to decline, regardless of the financial condition, results of operations, business or prospects of us and our subsidiaries. It is impossible to assure investors in our capital stock that the market price of our common stock will not fall in the future.

The stock markets in general have experienced extreme volatility that has at times been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the market price of our common stock, make it difficult to predict the market price of our common stock in the future and cause the value of your investment to decline.

The purchase contracts, pursuant to which we will deliver shares of our common stock, are components of the Units. The number of shares of common stock that you will receive upon settlement of a purchase contract on the mandatory settlement date (subject to postponement in certain limited circumstances set forth herein), whether as a component of a Unit or a separate purchase contract, will depend upon the daily VWAPs of our common stock for each of the 20 consecutive trading days in the observation period. Because the price of our common stock fluctuates, there can be no assurance that the market value of one share of our common stock received by you upon settlement of a purchase contract will be equal to or greater than the initial reference price of $ . You will realize a loss on any decline in the market value of our common stock below the reference price. Furthermore, because we will in no event deliver more than shares of our common stock (subject to adjustment) upon settlement of a purchase contact, the market value of our common stock delivered upon settlement may be less than the effective price per share paid by you for such common stock on the date of the issuance of the Units. Therefore, you assume the entire risk that the market value of our common stock may decline before the mandatory settlement date or any early settlement date. Any decline in the market value of our common stock may be substantial.

We have substantial debt and high leverage. The debt we will incur in connection with the financing of the Michael Foods acquisition, when combined with our existing debt, could have a negative impact on our financing options and liquidity position or restrict our activities.

If we complete our acquisition of Michael Foods, we will have incurred a substantial amount of debt that would be in addition to our existing debt. As of March 31, 2014, we had $2,250.0 million in aggregate principal amount of total debt and a $300.0 million secured revolving credit facility (with no amounts drawn thereunder). See “Description of Certain Other Indebtedness.” Giving effect to this offering and the other financing transactions (based upon the estimated offering amounts set forth under “Prospectus Supplement Summary—Financing Transactions”), as of March 31, 2014, we would have had approximately $2,912.8 million of aggregate principal amount of unsecured senior indebtedness outstanding (including our senior notes and the amortizing notes), approximately $735.0 million outstanding on the term loan, $400.0 million available for borrowing under our revolving credit facility, and an additional $50.0 million payment obligation to the sellers of Michael Foods under the merger agreement that is due on the first anniversary of the acquisition of Michael Foods. The final structure and terms of the acquisition financing will be subject to market conditions and may change materially from the estimates noted above. The amounts borrowed under the term loan and any amounts that we borrow under the revolving credit facility will be secured, and therefore effectively senior to the amortizing notes. In addition, upon completion of the Michael Foods acquisition, certain of our acquired Michael Foods subsidiaries will have outstanding indebtedness of approximately $13.0 million, approximately $12.5 million of which will be secured.

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Our overall leverage and the terms of our financing arrangements could:

•

limit our ability to obtain additional financing in the future for working capital, capital expenditures and acquisitions;

•

make it more difficult for us to satisfy our obligations under the terms of our financing arrangements;

•

limit our ability to refinance our indebtedness on terms acceptable to us or at all;

•

limit our flexibility to plan for and to adjust to changing business and market conditions in the industry in which we operate and increase our vulnerability to general adverse economic and industry conditions;

•

require us to dedicate a substantial portion of our cash flow from operations to make interest and principal payments on our debt, thereby limiting the availability of our cash flow to fund future investments, capital expenditures, working capital, business activities, acquisitions and other general corporate requirements;

•

limit our ability to obtain additional financing for working capital, for capital expenditures, to fund growth or for general corporate purposes, even when necessary to maintain adequate liquidity, particularly if any ratings assigned to our debt securities by rating organizations were revised downward; and

•

subject us to higher levels of indebtedness than our competitors, which may cause a competitive disadvantage and may reduce our flexibility in responding to increased competition.

Our ability to meet expenses and debt service obligations will depend on our future performance, which will be affected by financial, business, economic and other factors, including potential changes in consumer preferences, the success of product and marketing innovation and pressure from competitors. If we do not generate enough cash to pay our debt service obligations, we may be required to refinance all or part of our existing debt, sell our assets, borrow more money or raise equity.

Despite our present and possible future substantial indebtedness levels, we may still be able to incur substantial additional amounts of debt, which could further exacerbate the risks associated with our indebtedness.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future The terms of the indentures governing our senior notes, the indenture and the supplemental indenture that will govern the amortizing notes component of the Units, the term loan and our revolving credit facility as currently in effect and as we anticipate it being amended in connection with the Michael Foods acquisition do not fully prohibit us or our subsidiaries from doing so. Upon completion of such acquisition and the financing transactions, we anticipate that we will have $400 million of undrawn availability under our revolving credit facility, all of which would be permitted to be drawn under the terms of the credit facility, the term loan and our indentures (and all of which will be secured when drawn). If new debt is added to our current debt levels, the related risks we could face would be magnified.

The amortizing notes will rank equal in right of payment with our existing senior notes. See “Description of Certain Indebtedness.” The amortizing notes are unsecured and therefore will be effectively subordinated to any of our and our subsidiaries’ secured debt to the extent of the value of the assets securing that debt. In the event of any distribution or payment of our assets in any foreclosure, dissolution, winding-up, liquidation, reorganization or other bankruptcy proceeding, the assets which serve as collateral for any secured debt will be available to satisfy the obligations under the secured debt before any payments are made on the notes. The amortizing notes will be effectively subordinated to borrowings under the term loan and our revolving credit facility, both of which are secured, and other secured debt.

The indentures governing our 2021 notes, 2022 notes, the notes to be issued in the note offering, and the amortizing notes, as well as the credit facility referred to above, allow us to incur a substantial amount of additional secured debt.

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The agreements governing our debt contain, or may in future financings contain, various covenants that limit our ability to take certain actions and also require us to meet financial maintenance tests, failure to comply with which could have a material adverse effect on us.

Our financing arrangements contain restrictions, covenants and events of default that, among other things, require us to satisfy certain financial tests and maintain certain financial ratios and restrict our ability to incur additional indebtedness and to refinance our existing indebtedness. Financing arrangements which we enter into in the future could contain similar restrictions and could additionally require us to comply with similar, new or additional financial tests or to maintain similar, new or additional financial ratios. The terms of our financing arrangements, financing arrangements which we enter into in the future and any future indebtedness may impose various restrictions and covenants on us that could limit our ability to pay dividends, respond to market conditions, provide for capital investment needs or take advantage of business opportunities by limiting the amount of additional borrowings we may incur. These restrictions include compliance with, or maintenance of, certain financial tests and ratios and may limit or prohibit our ability to, among other things:

•

borrow money or guarantee debt;

•

create liens;

•

pay dividends on or redeem or repurchase stock or other securities;

•

make investments and acquisitions;

•

enter into or permit to exist contractual limits on the ability of our subsidiaries to pay dividends to us;

•

enter into new lines of business;

•

enter into transactions with affiliates; and

•

sell assets or merge with other companies.

Various risks, uncertainties and events beyond our control could affect our ability to comply with these restrictions and covenants. Failure to comply with any of the restrictions and covenants in our existing or future financing arrangements could result in a default under those arrangements and under other arrangements containing cross-default provisions.

In addition to the limitations on our ability to incur debt contained in our credit agreement and the documents governing our other debt, including the indentures for our outstanding senior notes, our credit agreement permits us to incur additional unsecured debt only if our consolidated leverage ratio, calculated as provided in the credit agreement, would be less than 5.75 to 1.00 after giving effect to such new debt. Our consolidated leverage ratio exceeded this threshold as of March 31, 2014 and is expected to exceed this threshold after giving effect to the acquisition of Michael Foods, this offering and the other financing transactions. The recent amendment to our credit agreement permits the financing transactions contemplated hereby, notwithstanding our consolidated leverage ratio. However, our ability to finance acquisitions with unsecured debt (including additional senior notes) in the future may be limited so long as our consolidated leverage ratio equals or exceeds 5.75 to 1.00.

A default would permit lenders to accelerate the maturity of the debt under these arrangements and to foreclose upon any collateral securing the debt. Under these circumstances, we might not have sufficient funds or other resources to satisfy all of our obligations, including our obligations under our senior notes and the amortizing notes. In addition, the limitations imposed by financing agreements on our ability to incur additional debt and to take other actions might significantly impair our ability to obtain other financing.

Your right to receive payments on the amortizing notes component of the Units is effectively subordinated to the rights of our secured creditors. The amortizing notes will also be structurally subordinated to the indebtedness of our subsidiaries.

Holders of any secured indebtedness of us or any secured indebtedness of the subsidiaries will have claims that are prior to your claims as holders of the amortizing notes component of the Units to the extent of the value

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of the assets securing that other indebtedness. The amortizing notes are effectively subordinated to any such secured indebtedness. In the event of any distribution or payment of our assets in any foreclosure, dissolution, winding-up, liquidation, reorganization or other bankruptcy proceeding, holders of secured indebtedness will have prior claim to those of our assets that constitute their collateral. Holders of the amortizing notes will participate ratably with all holders of our unsecured indebtedness that is deemed to be of the same class as the notes (including the 2021 notes, the 2022 notes and the debt issued in the debt offering, which may be issued as additional notes under the indenture for the 2021 notes or under a new indenture), and potentially with all of our other general creditors, based upon the respective amounts owed to each holder or creditor, in our remaining assets. In any of the foregoing events, we cannot assure you that there will be sufficient assets to pay amounts due on the amortizing notes. As a result, holders of the amortizing notes may receive less, ratably, than holders of secured indebtedness. As of March 31, 2014, we had $2,250.0 million in aggregate principal amount of total debt and a $300.0 million secured revolving credit facility (with no amounts drawn thereunder). See “Description of Certain Other Indebtedness.” Giving effect to this offering and the other financing transactions (based upon the estimated offering amounts set forth under “Prospectus Supplement Summary—Financing Transactions”), as of March 31, 2014, we would have had approximately $2,912.8 million of aggregate principal amount of unsecured senior indebtedness outstanding (including our senior notes, the securities issued in the debt offering and the amortizing notes), approximately $735.0 million outstanding on the term loan, $400.0 million available for borrowing under our revolving credit facility, and an additional $50.0 million payment obligation to the sellers of Michael Foods under the merger agreement that is due on the first anniversary of the acquisition of Michael Foods. The amounts borrowed under the term loan and any amounts that we borrow under the revolving credit facility will be secured, and therefore effectively senior to the notes. In addition, upon completion of the Michael Foods acquisition, certain of our acquired Michael Foods subsidiaries will have outstanding indebtedness of approximately $13.0 million, approximately $12.5 of which will be secured.

The trading prices for the Units, the purchase contracts and the amortizing notes will be directly affected by the trading prices for our common stock, the general level of interest rates (including changes thereto as a result of Federal Reserve policies) and our credit quality, each of which is impossible to predict.

It is impossible to predict whether the prices of our common stock, prevailing interest rates or our credit quality will rise or fall. The market price of our common stock will be influenced by general stock market conditions and our operating results and business prospects and other factors described elsewhere in these “Risk Factors.” In addition, sales by us or our stockholders of substantial amounts of common stock in the market after the offering of the Units and our concurrent common stock offering, or the perception that those sales could occur, can affect the price of our common stock. The market for our common stock likely will influence, and be influenced by, a market that develops for the Units, if any, or the separate purchase contracts. For example, investors’ anticipation of the distribution into the market of the additional shares of common stock issuable upon settlement of the purchase contracts could depress the price of our common stock and increase the volatility with respect to our common stock, which could in turn depress the price of the Units and the separate purchase contracts. The price of our common stock also could be affected by possible sales of such common stock by investors who view the Units as a more attractive means of equity participation in us and by hedging or arbitrage trading activity that is likely to develop involving the Units, separate purchase contracts and our common stock. The arbitrage activity could, in turn, affect the trading prices of the Units, the separate purchase contracts and our common stock.

In recent years, the Federal Reserve has undertaken a policy known as quantitative easing, which involves open market transactions by monetary authorities to stimulate economic activity through the purchase of assets with longer maturities than short-term government bonds. The Federal Reserve has since commenced a so-called “tapering” of quantitative easing. Expectations for continued near-term tapering of quantitative easing have led to higher long-term interest rates, and market interest rates may continue to rise if the Federal Reserve accelerates the implementation of its tapering policy. Increases in market interest rates may cause the interest component of the amortizing notes to be less attractive relative to other investments, resulting in the decline in market value of the amortizing notes and thus the Units.

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This offering and our preferred stock may adversely affect the market price of our common stock.

The market price of our common stock is likely to be influenced by the Units that would be outstanding upon completion of this offering and also by our convertible preferred stock. We have issued 2,415,000 shares of our 3.75% Series B Cumulative Perpetual Convertible Preferred Stock, which we refer to as the Series B preferred stock, and 3,200,000 shares of our 2.5% Series C Cumulative Perpetual Convertible Preferred Stock, which we refer to as the Series C preferred stock. At the conversion rates in effect as of the date of this prospectus supplement, 11,030,508 shares of our common stock are issuable upon conversion of the Series B preferred stock and the Series C preferred stock. Additional shares of our common stock will be issuable upon settlement of the purchase contract component of the Units to be issued in this offering. The conversion rates of the Series B preferred stock and the Series C preferred stock, and the settlement rates for the purchase contracts, are subject to adjustments that could significantly increase the number of shares of our common stock issuable upon such conversion or settlement. The market price of our common stock could become more volatile and could be depressed by:

•

investors’ anticipation of the sale into the market of a substantial number of additional shares of common stock received upon conversion of our convertible preferred stock or settlement of the purchase contract component of the Units;

•

possible sales of our common stock by investors who view our convertible preferred stock or the Units as a more attractive means of equity participation in us than owning shares of our common stock; and

•

hedging or arbitrage trading activity that may develop involving our convertible preferred stock, the Units, the purchase contracts and our common stock.

There may be future sales or other dilution of our equity, which may adversely affect the market price of the shares of our common stock and/or dilute the value of shares of our common stock but without triggering an anti-dilution adjustment under the terms of the purchase contracts.

We are not restricted from issuing, and stockholder approval is not required in order to issue, additional shares of common stock, including securities that are convertible into or exchangeable for, or that represent the right to receive, shares of common stock, except any stockholder approval required by the NYSE. We have in the past, and may in the future, sell such equity and equity-linked securities. Sales of a substantial number of shares of our common stock or other equity-related securities in the public market could depress the market price of our shares of common stock. We cannot predict the effect that future sales of our common stock or other equity-related securities would have on the market price of our shares of common stock.

The market price of our common stock may be adversely affected if we issue additional shares of our common stock. The number of shares of common stock issuable upon settlement of the purchase contracts is subject to adjustment only for certain events, including, but not limited to, the issuance of stock dividends on our common stock, the issuance of certain rights or warrants, subdivisions, combinations, distributions of capital stock, indebtedness or assets, certain cash dividends and certain issuer tender or exchange offers. The number of shares of common stock deliverable upon settlement is not subject to adjustment for other events that may adversely affect the value of our common stock, such as employee stock options grants, offerings of our common stock for cash, certain exchanges of our common stock for other securities or in connection with acquisitions and other transactions. The terms of the Units do not restrict our ability to offer our common stock in the future or to engage in other transactions that could dilute our common stock, which may adversely affect the value of the Units and separate purchase contracts.

You may not receive dividends on the shares of our common stock.

Holders of our common stock are only entitled to receive such dividends as our board of directors may declare out of funds legally available for such payments. We have no plans to pay cash dividends on our common stock in the foreseeable future, and our senior credit facility and the indentures governing our debt securities restrict, and future credit facilities may restrict, our ability to pay dividends.

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You will receive only a portion of any appreciation in the market price of our common stock.

The aggregate market value of our common stock delivered to you upon settlement of a purchase contract on the mandatory settlement date (unless earlier settled and subject to postponement in certain limited circumstances set forth herein) generally will exceed the $100.00 stated amount of each Unit only if the daily VWAPs per share of our common stock over the observation period generally exceed the threshold appreciation price per share. Therefore, during the period prior to the mandatory settlement date, an investment in a Unit affords less opportunity for equity appreciation than a direct investment in our common stock at the initial reference price. If, for the applicable observation period, the daily VWAP remains constant and is less than the threshold appreciation price but greater than the reference price, the purchase contracts will settle at the money, and you would not receive the benefit of any appreciation in the market value of our common stock. Furthermore, if, for the applicable observation period, the daily VWAP remains constant and is greater than or equal to the threshold appreciation price, you would receive only a portion of the appreciation in the market value of our common stock that you would have received had you purchased $100.00 worth of shares of our common stock at the initial reference price instead of a Unit. See “Description of the Purchase Contracts—Delivery of Common Stock” for a table showing the number of shares of our common stock that you would receive at various daily VWAPs based on the assumptions set forth therein.

To service our indebtedness and other cash needs, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

Our ability to pay interest on the amortizing notes, to satisfy our other debt obligations and to fund any planned capital expenditures, dividends and other cash needs will depend in part upon the future financial and operating performance of our subsidiaries and upon our ability to renew or refinance borrowings. Prevailing economic conditions and financial, business, competitive, legislative, regulatory and other factors, many of which are beyond our control, will affect our ability to make these payments.

If we are unable to make payments or refinance our debt or obtain new financing under these circumstances, we may consider other options, including:

•

sales of assets;

•

sales of equity;

•

reduction or delay of capital expenditures, strategic acquisitions, investments and alliances; or

•

negotiations with our lenders to restructure the applicable debt.

Our business may not generate sufficient cash flow from operations and future borrowings may not be available to us in an amount sufficient to enable us to pay our indebtedness, including the amortizing notes, or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness, including the amortizing notes, on or before maturity. We may not be able to refinance any of our debt on commercially reasonable terms or at all.

If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the amortizing notes.

Any default under the agreements governing our other indebtedness could prohibit us from making payments of principal of, or interest on, the amortizing notes and could substantially decrease the market value of the amortizing notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal of, premium, if any, or interest on, our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness, we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all the

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funds borrowed thereunder to be due and payable, together with accrued and unpaid interest. More specifically, the lenders under our existing credit agreement, or the term loan if it is completed, could elect to terminate their commitments, cease making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or litigation.

We may not be able to settle your purchase contracts and deliver shares of our common stock, or make payments on the amortizing notes, in the event that we file for bankruptcy.

Upon the ocurrence of specified events of bankruptcy, insolvency or reorganization with respect to us, the mandatory settlement date for each purchase contact, whether held separately or as part of a Unit, will automatically accelerate. If we file for bankruptcy protection prior to settlement of the purchase contracts, we may be unable to deliver our common stock to you and, in such circumstances, we expect that your claim will be relegated to a claim in bankruptcy that ranks equally with the claims of our common stockholders, in which case you will only be able to recover damages to the extent holders of our common stock receive any recovery. Indeed, to the extent that the purchase contracts are “executory contracts” as defined in the Bankruptcy Code, under the Bankruptcy Code we would be prohibited from assuming the purchase contracts and delivering our common stock to you. See “Description of the Purchase Contracts—Consequences of Bankruptcy.” In addition, bankruptcy law generally prohibits the payment of pre-bankruptcy debt by a company that has commenced a bankruptcy case while the case is pending. If we become a debtor in a bankruptcy case, so long as the case was pending you would likely not receive payments of principal or interest due under the amortizing note component of the Units.

Recent and future regulatory actions and other events may adversely affect the trading price and liquidity of the Units.

We expect that many investors in, and potential purchasers of, the Units will employ, or seek to employ, an equity-linked arbitrage strategy with respect to the Units. Investors would typically implement such a strategy by selling short the common stock underlying the Units and dynamically adjusting their short position while continuing to hold the Units. Investors may also implement this type of strategy by entering into swaps on our common stock in lieu of or in addition to short selling the common stock. The SEC and other regulatory and self-regulatory authorities have implemented rules and may adopt additional rules or take other actions (including as a result of the implementation of certain regulatory reforms required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010) that may impact those engaging in short selling activity involving equity securities (including our common stock). In particular, current Rule 201 of SEC Regulation SHO generally restricts the price at which a short sale may be effected when the price of a “covered security” (including our common stock) triggers a “circuit breaker” by falling 10% or more from the security’s closing price as of the end of regular trading hours on the prior day. If this circuit breaker is triggered, then for the remainder of the day and the following day, short sale orders can be displayed or executed only if the order price is above the current national best bid, subject to certain limited exceptions. Any governmental or regulatory action that restricts the ability of investors in, or potential purchasers of, the Units to effect short sales of our common stock or enter into swaps on our common stock could adversely affect the trading price and the liquidity of the Units.

In addition, if investors and potential purchasers seeking to employ an equity-linked arbitrage strategy are unable to borrow or enter into swaps on our common stock, in each case, on commercially reasonable terms, the trading price and liquidity of the Units may be adversely affected.

You may receive shares of common stock upon settlement of the purchase contracts that are lower in value than the price of our common stock just prior to the mandatory settlement date.

Because the daily settlement amounts are determined based on the daily VWAP of our common stock for each of the 20 consecutive trading days during the observation period, the number of shares of common stock delivered for each purchase contract on the mandatory settlement date (subject to postponement in certain limited

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circumstances) may be greater than or less than the number that would have been delivered based on the closing price of our common stock on the last trading day of the observation period. In addition, you will bear the risk of fluctuations in the market price of the shares of common stock deliverable upon settlement of the purchase contracts between the end of such period and the date such shares are delivered.

If you elect to settle your purchase contracts prior to the mandatory settlement date, you may not receive the same return on your investment as purchasers whose purchase contracts are settled on the mandatory settlement date.

Holders of the Units or separate purchase contracts have the option to settle their purchase contracts early during the period beginning on, and including, the business day immediately following the date of initial issuance of the Units to, but excluding, the third business day immediately preceding the mandatory settlement date. However, if you elect to settle your purchase contracts early, you will receive for each purchase contract a number of shares of common stock equal to the applicable minimum settlement rate, regardless of the current market value of our common stock, unless you elect to settle your purchase contracts early in connection with a fundamental change, in which case you will be entitled to settle your purchase contracts at the applicable fundamental change early settlement rate, which may be greater than the applicable minimum settlement rate. In either case, you may not receive the same return on your investment as purchasers whose purchase contracts are settled on the mandatory settlement date (subject to postponement in certain limited circumstances).

Upon issuance of the Units, our common stock will incur immediate dilution.

Upon issuance of the Units, which includes a purchase contract component, our common stock will incur immediate and substantial net tangible book value dilution on a per share basis.

The secondary market for the Units, the purchase contracts and the amortizing notes may be illiquid.

The Units will be new securities for which there is no established trading market. We do not intend to apply for a listing of the Units, the separate purchase contracts or the separate amortizing notes on any securities exchange or automated inter-dealer quotation system. Although the representative of the underwriters has advised us that it intends to make a market in the Units, it is not obligated to do so. The representative of the underwriters may discontinue market making at any time in its sole discretion without notice. Accordingly we cannot assure you that a liquid trading market will develop for the Units (or, if developed, that a liquid trading market will be maintained), that you will be able to sell Units at a particular time or that the prices you receive when you sell will be favorable.

Beginning on the business day immediately succeeding the date of initial issuance of the Units, purchasers of Units will be able to separate each Unit into a purchase contract and an amortizing note. We are unable to predict how the separate purchase contracts or the separate amortizing notes will trade in the secondary market, or whether that market will be liquid or illiquid.

The purchase contract agreement will not be qualified under the Trust Indenture Act, and the obligations of the purchase contract agent are limited.

The purchase contract agreement between us and the purchase contract agent will not be qualified as an indenture under the Trust Indenture Act of 1939, and the purchase contract agent will not be required to qualify as a trustee under the Trust Indenture Act. Thus, you will not have the benefit of the protection of the Trust Indenture Act with respect to the purchase contract agreement or the purchase contract agent. The amortizing notes constituting a part of the Units will be issued pursuant to an indenture, which has been qualified under the Trust Indenture Act. Accordingly, if you hold Units, you will have the benefit of the protections of the Trust Indenture Act only to the extent applicable to the amortizing notes. The protections generally afforded the holder of a security issued under an indenture that has been qualified under the Trust Indenture Act include:

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disqualification of the indenture trustee for “conflicting interests,” as defined under the Trust Indenture Act;

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provisions preventing a trustee that is also a creditor of the issuer from improving its own credit position at the expense of the security holders immediately prior to or after a default under such indenture; and

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the requirement that the indenture trustee deliver reports at least annually with respect to certain matters concerning the indenture trustee and the securities.

The fundamental change early settlement rate may not adequately compensate you for the lost value of your purchase contracts.

If a “fundamental change” occurs and you elect to exercise your fundamental change early settlement right, you will be entitled to settle your purchase contracts at the applicable fundamental change early settlement rate. Although the fundamental change early settlement rate is designed to compensate you for the lost value of your purchase contracts as a result of the early settlement of the purchase contracts, this feature may not adequately compensate you for such loss. In addition, if the stock price in the fundamental change is greater than $ per share (subject to adjustment), this feature of the purchase contracts will not compensate you for any additional loss suffered in connection with a fundamental change. See “Description of the Purchase Contracts—Early Settlement Upon a Fundamental Change.”

Our obligation to settle the purchase contracts at the fundamental change early settlement rate could be considered a penalty, in which case the enforceability thereof would be subject to general principles of reasonableness of economic remedies.

The minimum settlement rate, maximum settlement rate, reference price and threshold appreciation price of the purchase contracts may not be adjusted for all dilutive events.

The minimum settlement rate, maximum settlement rate, reference price and threshold appreciation price of the purchase contracts are subject to adjustment for certain events, including, but not limited to, certain dividends on our common stock, the issuance of certain rights, options or warrants to holders of our common stock, subdivisions or combinations of our common stock, certain distributions of assets, debt securities, capital stock or cash to holders of our common stock and certain tender offers or exchange offers, as described under “Description of the Purchase Contracts—Adjustments to the Fixed Settlement Rates” in this prospectus supplement. The minimum settlement rate, maximum settlement rate, reference price and threshold appreciation price will not be adjusted for other events, such as an issuance of our common stock for cash, that may adversely affect the trading price of the purchase contracts or the Units and the market price of our common stock. There can be no assurance that an event will not occur that is adverse to the interests of the holders of the purchase contracts or the Units and their value, but that does not result in an adjustment to the minimum settlement rate, maximum settlement rate, reference price and threshold appreciation price.

We may not have the ability to raise the funds necessary to repurchase the amortizing notes following the exercise of our early mandatory settlement right, and our debt outstanding at that time may contain limitations on our ability to repurchase the amortizing notes.

If we elect to exercise our early mandatory settlement right, holders of the amortizing notes will have the right to require us to repurchase the amortizing notes on the repurchase date at the repurchase price described under “Description of the Amortizing Notes—Repurchase of Amortizing Notes at the Option of the Holder.” However, we may not have enough available cash or be able to obtain financing at the time it is required to make repurchases of amortizing notes surrendered for repurchase, particularly as the exercise of such right, or the events giving rise to our exercise of such right, may trigger a similar repurchase requirement for a portion of our other indebtedness. In addition, our ability to repurchase the amortizing notes may be limited by agreements governing our current and future indebtedness. Our failure to repurchase amortizing notes at a time when the repurchase is required by the indenture would constitute a default under the indenture. A default under the indenture could also lead to a default under agreements governing our other indebtedness outstanding at that time. If the repayment of the other indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the amortizing notes.

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The amortizing notes will not provide holders with the right to require us to repurchase them upon a fundamental change.

The indenture governing the amortizing notes does not provide holders of amortizing notes with any right to require us to repurchase such notes upon the occurrence of certain events that would constitute a “fundamental change” as defined under “Description of the Purchase Contracts.” Accordingly, holders of our amortizing notes will bear the risk that any such fundamental change occurs and adversely affects our capital structure, credit ratings or the value of the amortizing notes.

Until you have the rights of a record holder with respect to shares of our common stock deliverable under the purchase contracts, you are not entitled to any rights with respect to our common stock, including voting rights and rights to receive any dividends or other distributions on our common stock, but you are subject to all changes affecting our common stock. The purchase contracts do not confer on you any rights with respect to our common stock except at the times, and subject to the conditions, described herein. For example, in the event that an amendment to our amended and restated articles of incorporation (our “articles of incorporation”) or our amended and restated bylaws (our “ bylaws”) requiring stockholder approval is proposed and the record date for determining the stockholders of record entitled to vote on the amendment occurs prior to the date you are deemed the owner of the shares of our common stock, you will not be entitled to vote on the amendment, although you will nevertheless be subject to any changes in the powers, preferences or special rights of our common stock once you become a stockholder.

Some significant restructuring transactions may not constitute fundamental changes, in which case we would not be obligated to early settle the purchase contracts.

Upon the occurrence of specified fundamental changes, you will have the right to require us to settle the purchase contracts. However, the definition of “fundamental change” herein is limited to specified corporate events and may not include other events that might adversely affect our financial condition or the value of the purchase contracts. For example, events such as leveraged recapitalizations, refinancings, restructurings or acquisitions initiated by us may not constitute a fundamental change requiring us to settle the purchase contracts at the applicable fundamental change early settlement rate. In the event of any such events, the holders of the purchase contracts would not have the right to require us to settle the purchase contracts at the applicable fundamental change early settlement rate, even though each of these transactions could increase the amount of our indebtedness, or otherwise adversely affect our capital structure or any credit ratings, thereby adversely affecting the trading price of the purchase contracts.

The liquidity of any trading market that develops for the Units may be adversely affected by future repurchases by us of Units through exchange offers, open market repurchases, privately negotiated transactions or otherwise.

We may in the future repurchase the Units, through exchange offers, open market repurchases, privately negotiated transactions or otherwise. If a significant percentage of the Units were repurchased or exchanged in any such transaction, the liquidity of the trading market for the Units, if any, may be substantially reduced. Any Units repurchased or exchanged will reduce the amount of Units outstanding. As a result, the Units may trade at a discount to the price at which they would trade if the applicable transaction was not consummated due to such decreased liquidity, subject to prevailing interest rates, the market for similar securities and other factors. A smaller outstanding amount of the Units may also make the trading prices of the Units more volatile. If a portion of the Units were repurchased or exchanged in the future, there might not be an active market in the Units and the absence of an active market could adversely affect your ability to trade the Units and the prices at which the Units may be traded.

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The U.S. federal income tax consequences relating to the Units are uncertain.

No statutory, judicial or administrative authority directly addresses the characterization of the Units or instruments similar to the Units for U.S. federal income tax purposes. As a result, some aspects of the U.S. federal income tax consequences of an investment in the Units are not certain. Specifically, the amortizing notes and the purchase contracts could potentially be recharacterized as a single instrument for U.S. federal income tax purposes, in which case (i) holders could be required to recognize as income the entire amount of each payment on the amortizing notes (rather than treating a portion as a tax-free return of principal) and (ii) payments made to non-U.S. Holders (as defined below under “Material U.S. Federal Income Tax Considerations”) on the amortizing notes, including payments denominated as principal, could potentially be subject to U.S. federal withholding tax. No ruling is being requested from the Internal Revenue Service with respect to the Units, and no assurance can be given that the Internal Revenue Service will agree with the conclusions expressed below under “Material U.S. Federal Income Tax Considerations.” Prospective investors should consult their tax advisors regarding the tax considerations discussed thereunder and the potential alternative tax characterizations of the Units.

You may be subject to tax upon an adjustment to the settlement rate of the purchase contracts even though you do not receive a corresponding cash distribution.

The fixed settlement rates of the purchase contracts are subject to adjustment in certain circumstances, including, without limitation, the payment of certain cash dividends and upon a fundamental change. If the fixed settlement rates are adjusted as a result of a distribution that is taxable to our common stockholders, such as a cash dividend, you may be deemed to have received for U.S. federal income tax purposes a taxable dividend to the extent of our earnings and profits without the receipt of any cash. If you are a Non-U.S. Holder (as defined in “Material U.S. Federal Income Tax Considerations”), such deemed dividend may be subject to U.S. federal withholding tax (currently at a 30% rate, or such lower rate as may be specified by an applicable income tax treaty), which may be withheld from shares of common stock or sales proceeds subsequently paid or credited to you. See “Material U.S. Federal Income Tax Considerations.”

Provisions in our articles of incorporation and bylaws and provisions of Missouri law may prevent or delay an acquisition of our company, which could decrease the trading price of our common stock.

Our articles of incorporation, bylaws and Missouri law contain provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive and to encourage prospective acquirers to negotiate with our board of directors rather than to attempt a hostile takeover. These provisions include, among others:

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the board of directors is divided into three classes with staggered terms;

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the board of directors fixes the number of members on the board;

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elimination of the rights of our shareholders to act by written consent (except when such consent is unanimous) and to call shareholder meetings;

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rules regarding how shareholders may present proposals or nominate directors for election at shareholder meetings;

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the right of our board of directors to issue preferred stock without shareholder approval;

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supermajority vote requirements for certain amendments to our articles of incorporation and bylaws;

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anti-takeover provisions of Missouri law which may prevent us from engaging in a business combination with an interested shareholder, or which may deter third parties from acquiring our common stock above certain thresholds; and

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limitations on the right of shareholders to remove directors.

These provisions may deter an acquisition of us that might otherwise be attractive to shareholders.

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We may issue debt and equity securities or securities convertible into or exchangeable for equity securities, any of which may be senior to our common stock as to distributions and liquidation.

In the future, we may issue additional debt or equity securities or securities convertible into or exchangeable for equity securities, or we may enter into debt-like financing that is unsecured or secured by any or all of our properties. Such securities may be senior to our common stock as to distributions. In addition, in the event of our liquidation, our lenders and holders of our debt and preferred securities would receive distributions of our available assets before distributions to the holders of our common stock.

We are a holding company and rely on dividends, distributions and other payments, advances and transfers of funds from our subsidiaries to meet our obligations.

We are a holding company that does not conduct any business operations of our own. As a result, we are largely dependent upon cash dividends and distributions and other transfers from our subsidiaries to meet our obligations. Any agreements governing the indebtedness of our subsidiaries could impose restrictions on such subsidiaries’ ability to pay dividends or other distributions to us. The deterioration of the earnings from, or other available assets of, our subsidiaries for any reason could also limit or impair their ability to pay dividends or other distributions to us.

Our pending acquisition of the PowerBar and Musashi brands may not be consummated.

On February 3, 2014, we entered into agreements with certain subsidiaries of Nestlé S.A. to acquire substantially all the assets that are used by Nestlé in the business of manufacturing, marketing, distributing and selling PowerBar and Musashi branded premium bars, powders and gel products, including the intellectual property and equity of a German entity engaged in the business. Completion of this acquisition is subject to certain limited conditions, including the receipt of third party consents under material agreements and the parties’ negotiation of a reasonably satisfactory transition services agreement, pursuant to which the Nestlé subsidiaries would provide certain services to us for a limited period of time after the closing of the acquisition, and manufacturing agreements, pursuant to which the parties would manufacture certain products for each other after the closing of the acquisition. With the PowerBar and Musashi acquisition, if consummated, we will expand our footprint into various foreign countries in which we currently do not have operations. We also will need to replicate certain corporate functions previously provided to the business by Nestlé. If we are unable to successfully integrate the acquisition and support the business, or if we cannot successfully replicate the functions previously provided by Nestlé in a cost-effective way, our results could be adversely affected.

We expect the PowerBar and Musashi acquisition to close in our first fiscal quarter of 2015. There can be no assurance, however, that all closing conditions for the acquisition will be satisfied and, if they are satisfied, that they will be satisfied in time for the closing to occur during the period noted above. The acquisition agreement may be terminated by the mutual consent of the parties and under certain other circumstances.

Actual operating results may differ significantly from our guidance.

From time to time, we release guidance regarding our future performance or the expected future performance of companies or businesses that we have agreed to acquire. Any such guidance represents our management’s estimates as of the date of release. This guidance, which consists of forward-looking statements, is prepared by our management and is qualified by, and subject to, the assumptions and the other information contained or referred to in such release and the factors described under “Forward-Looking Statements” in this prospectus supplement. Our guidance is not prepared with a view toward compliance with published guidelines of the American Institute of Certified Public Accountants, and neither our independent registered public accounting firms nor any other independent expert or outside party compiles or examines the guidance and, accordingly, no such person expresses any opinion or any other form of assurance with respect thereto.

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Guidance is based upon a number of assumptions and estimates that, while presented with numerical specificity, are inherently subject to business, economic and competitive uncertainties and contingencies, many of which are beyond our control and are based upon specific assumptions with respect to future business decisions, some of which will change. We generally state possible outcomes as high and low ranges which are intended to provide a sensitivity analysis as variables are changed but are not intended to represent that actual results could not fall outside of the suggested ranges. The principal reason that we release this data is to provide a basis for our management to discuss our business outlook with analysts and investors. We do not accept any responsibility for any projections or reports published by any such persons.

Guidance is necessarily speculative in nature, and it can be expected that some or all of the assumptions of the guidance furnished by us will not materialize or will vary significantly from actual results. Accordingly, our guidance is only an estimate of what management believes is realizable as of the date of release. Actual results will vary from the guidance. Investors should also recognize that the reliability of any forecasted financial data diminishes the farther in the future that the data is forecast. In light of the foregoing, investors are urged to put the guidance in context and not to place undue reliance on it.

Any failure to successfully implement our operating strategy or the occurrence of any of the events or circumstances set forth in, or incorporated by reference into, this prospectus supplement could result in the actual operating results being different than the guidance, and such differences may be adverse and material.

Risk Factors Relating to the Michael Foods Acquisition

Our pending acquisition of Michael Foods may not be consummated, and if sufficient financing or other sources of capital are not available, we may be subject to monetary or other damages under the merger agreement.

On April 16, 2014, we entered into a merger agreement with MFI Holding Corporation to acquire the Michael Foods Business. Completion of this acquisition is subject to certain limited conditions, including the accuracy of Michael Foods’ representations and warranties, material compliance by Michael Foods with certain pre-closing covenants and no material adverse change in the Michael Foods Business since the date of the merger agreement.

We expect the transaction to close in our fiscal third quarter. There can be no assurance, however, that all closing conditions for the acquisition will be satisfied and, if they are satisfied, that they will be satisfied in time for the closing to occur during the period noted above. The merger agreement may be terminated by the mutual consent of the parties and under certain other circumstances, including by either party if the closing of the acquisition has not occurred by August 2, 2014.

The representations and warranties made by MFI Holding Corporation in the merger agreement do not survive the closing and, as a result, after the closing we will have no recourse or indemnification rights against the current owners of MFI Holding Corporation in the event any of the representations or warranties made by MFI Holding Corporation in the merger agreement prove to be inaccurate or breached.

We intend to finance a large portion of the purchase price with debt and equity financing. However, our ability to obtain financing is not a condition to closing under the merger agreement. Concurrent with the signing of the merger agreement, we obtained financing commitments under which various lenders have committed to provide up to $1,765.0 million in credit facilities, including a committed bridge loan of up to $340.0 million. We believe these committed facilities, together with cash on hand, are sufficient to fund the purchase price; however, we intend to replace a portion of the committed financing with the proceeds of this offering as well as the other offerings described above under “Prospectus Supplement Summary – Financing Transactions.” We currently believe these sources will provide us with the amounts necessary to fund the purchase price. However, the financing commitments are subject to certain conditions that may not be satisfied at the closing of the acquisition and/or we may not be able to successfully complete the common stock offering and/or debt offering described

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above by the closing of the acquisition. If we are unable to obtain sufficient financing or other sources of capital and as a result we do not have sufficient funds to complete the acquisition of Michael Foods, we may be subject to monetary or other damages under the merger agreement as a result of our failure to complete the acquisition.

Failure to complete the Michael Foods acquisition could impact our stock price and our future business and financial results.

If the acquisition of Michael Foods is not completed or our financing for the acquisition becomes unavailable, our ongoing business and financial results may be adversely affected and we will be subject to a number of risks, including the following:

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depending on the reasons for the failure to complete the Michael Foods acquisition we could be liable to MFI Holding Corporation for monetary or other damages in connection with the termination or breach of the merger agreement;

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we have dedicated significant time and resources, financial and otherwise, in planning for the acquisition and the associated integration;

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we are responsible for certain transaction costs relating to the Michael Foods acquisition, whether or not the acquisition is completed;

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while the merger agreement is in force, we are subject to certain restrictions on the conduct of our business, including our ability to make any other significant acquisition, which may adversely affect our ability to execute certain of our business strategies; and

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matters relating to the acquisition (including integration planning) may require substantial commitments of time and resources by our management, whether or not the acquisition is completed, which could otherwise have been devoted to other opportunities that may have been beneficial to us.

In addition, if the Michael Foods acquisition is not completed, we may experience negative reactions from the financial markets and from our customers and employees. We may also be subject to litigation related to any failure to complete the acquisition or to enforcement proceedings commenced against us to perform our obligations under the merger agreement. If the acquisition is not completed, these risks may materialize and may adversely affect our business, financial results and financial condition, as well as the price of our common stock.

We are subject to many of the same risks and uncertainties as Michael Foods since we both operate in the food sector. If the Michael Foods acquisition is completed, we, as owner of the Michael Foods business, will operate in lines of business in which we currently do not operate and will be subject to additional and/or heightened risks and uncertainties, including the following:

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The Michael Foods operating results are significantly affected by egg, potato and cheese prices and the prices of corn and soybean meal, which are the primary grains fed to laying hens. Historically, the prices of these raw materials have fluctuated widely. In addition, the Michael Foods cheese and butter products are affected by milk price supports established by the USDA. Although steps can be taken to mitigate the effects of changes in raw material costs, fluctuations in prices are outside the control of the Michael Foods business, and changes in the price of such items may have a material adverse effect on the Michael Foods business, prospects, results of operations and financial condition. Michael Foods’ operating results can also be affected by other input costs such as energy and energy-related costs. While Michael Foods endeavors to keep selling prices in line with input costs, it is not always possible to do so, and this may result in lower operating profit margins. To mitigate the risk of increases in raw material costs, Michael Foods management uses various practices, including variable-pricing contracts. These practices reduce, but do not eliminate, the risk of negative profit impacts from raw material price increases. These risk management activities may not provide sufficient protection from price fluctuations. In addition, there may be a disconnect between the timing of these impacts which may

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affect quarterly results in a non-linear fashion, and Michael Foods’ quarterly results of operations could fluctuate significantly.

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Michael Foods is subject to particular federal and state environmental requirements governing animal feeding operations involving the management of animal waste, wastewater discharges and air emissions, which have become the subject of increasing regulatory scrutiny. If Michael Foods is unable to comply with environmental laws and regulations, it could incur substantial costs, including fines and civil or criminal sanctions, or costs associated with upgrades to its facilities or changes in manufacturing processes in order to achieve and maintain compliance.

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Many of the inputs used to make the Michael Foods products, particularly eggs and raw potatoes, are vulnerable to contamination by pathogens—naturally occurring disease-producing organisms—such as salmonella. Shipment of adulterated products, even if inadvertent, is typically prohibited by law and may lead to an increased risk of exposure to product liability claims, product recalls and increased scrutiny by federal and state regulatory agencies. Any shipment of adulterated products may have a material adverse effect on the Michael Foods reputation, business, prospects, results of operations and financial condition.

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Many of the Michael Foods business activities are subject to a variety of agricultural risks, including disease and pests which can adversely affect the quality and quantity of the raw materials it uses, as well as the food products it produces and distributes. In particular, avian influenza occasionally affects the domestic poultry industry, leading to hen deaths. A manifestation of avian influenza in the Michael Foods sheltered flocks could have a material adverse effect on the Michael Foods business.

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In addition to ordinary course of business litigation risk, Michael Foods is currently subject to a lawsuit alleging violations of federal and state antitrust laws in connection with the production and sale of shell eggs and egg products, and seeking unspecified damages. If Michael Foods cannot resolve this matter favorably, it could be subject to monetary damages and/or injunctive relief. If injunctive relief were to be granted, depending on its scope, it could affect the manner in which Michael Foods operates today. The defense of these actions and any other actions brought in the future, is time consuming and diverts management’s attention. Even if Michael Foods is ultimately successful in defending these matters, Michael Foods is likely to incur significant fees, costs and expenses as long as they are ongoing. While Michael Foods has insurance programs in place, the potential liabilities associated with these litigation matters, or other matters that could arise in the future, could be excluded from coverage or, if covered, could exceed the coverage provided by such programs. In addition, insurance carriers may seek to rescind or deny coverage with respect to pending or future claims or lawsuits. If Michael Foods does not have sufficient coverage under its policies, or if coverage is denied, it may be required to make material payments to settle litigation or satisfy any judgment. Any of these consequences could have a material adverse effect on the Michael Foods business, financial condition and results of operations.

We may be unable to integrate the Michael Foods business successfully and realize the anticipated benefits of the acquisition.

The acquisition of Michael Foods involves the combination of two companies that currently operate as independent companies, each of which operates its own categories of business. We will be required to devote significant management attention and resources to integrating business practices, cultures and operations of each business. Potential difficulties we may encounter as part of the integration process include the following:

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the inability to successfully combine our business with that of the Michael Foods Business in a manner that permits us to achieve the synergies and other benefits anticipated to result from the acquisition;

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the challenge of integrating complex systems, operating procedures, regulatory compliance programs, technology, networks and other assets of the Michael Foods Business in a seamless manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies;

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•

potential unknown liabilities, liabilities that are significantly larger than we currently anticipate and unforeseen increased expenses or delays associated with the acquisition, including one-time cash costs to integrate the two businesses that may exceed the one-time cash costs that we currently anticipate; and

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the representations and warranties made by MFI Holding Corporation in the merger agreement do not survive the closing and we will not have any recourse or indemnification rights against MFI Holding Corporation or any of its current owners in the event any of such representations or warranties prove after the closing to have been inaccurate or breached.

Accordingly, even if the acquisition is consummated, the contemplated benefits may not be realized fully, or at all, or may take longer to realize than expected.

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FORWARD-LOOKING STATEMENTS

Forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, are made throughout this prospectus supplement. These forward-looking statements are sometimes identified by the use of terms and phrases such as “believe,” “should,” “expect,” “project,” “estimate,” “anticipate,” “aim,” “intend,” “plan,” “will,” “can,” “may,” or similar expressions elsewhere in this prospectus supplement. Our results of operations and financial condition may differ materially from those in the forward-looking statements. Such statements are based on management’s current views and assumptions, and involve risks and uncertainties that could affect expected results. Those risks and uncertainties include but are not limited to the following:

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our ability to obtain financing for our pending acquisition of Michael Foods or our ability to otherwise complete the acquisition;

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our high leverage and substantial debt, including covenants that restrict the operation of our business;

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our ability to service our outstanding debt or obtain additional financing;

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our ability to continue to compete in our product markets and our ability to retain our market position;

•

our ability to identify and complete acquisitions, manage our growth and integrate acquisitions;

•

changes in our cost structure, management, financing and business operations;

•

significant increases in the costs of certain commodities, packaging or energy used to manufacture our products;

•

our ability to recognize the expected benefits of the closing of our Modesto, California manufacturing facility;

•

our ability to maintain competitive pricing, successfully introduce new products or successfully manage our costs;

•

our ability to successfully implement business strategies to reduce costs;

•

impairment in the carrying value of goodwill or other intangibles;

•

the loss or bankruptcy of a significant customer;

•

allegations that our products cause injury or illness, product recalls and product liability claims and other litigation;

•

our ability to anticipate changes in consumer preferences and trends;

•

changes in economic conditions and consumer demand for our products;

•

disruptions in the U.S. and global capital and credit markets;

•

labor strikes, work stoppages or unionization efforts by our employees;

•

legal and regulatory factors, including changes in food safety, advertising and labeling laws and regulations;

•

our ability to comply with increased regulatory scrutiny related to certain of our products and/or international sales;

•

disruptions or inefficiencies in supply chain;

•

our reliance on third party manufacturers for certain of our products;

•

fluctuations in foreign currency exchange rates;

•

consolidations among the retail grocery and foodservice industries;

•

change in estimates in critical accounting judgments and changes to or new laws and regulations affecting our business;

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•

losses or increased funding and expenses related to our qualified pension plans;

•

loss of key employees;

•

our ability to protect our intellectual property;

•

changes in weather conditions, natural disasters and other events beyond our control;

•

our ability to successfully operate our international operations in compliance with applicable laws and regulations;

•

our ability to operate effectively as a stand-alone, publicly traded company;

•

our ability to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, including with respect to acquired companies;

•

business disruptions caused by information technology failures; and

•

other risks and uncertainties included under “Risk Factors” in this prospectus supplement and those included in our Current Report on Form 8-K filed with the Securities and Exchange Commission on March 10, 2014 (the second Form 8-K only) and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus supplement and those included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2013 and in our Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 2013 and March 31, 2014, each of which is filed with the SEC and incorporated by reference in the prospectus supplement, to conform these statements to actual results or to changes in our expectations.

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USE OF PROCEEDS

We estimate that the net proceeds from this offering will be approximately $193.5 million, or approximately $222.6 million if the underwriters exercise their option to purchase additional units from us in full, in each case after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

We intend to use the net proceeds of this offering and the other financing transactions, together with cash on hand, to fund our acquisition of Michael Foods and to pay related costs, fees and expenses. This offering is not contingent on completion of the acquisition of Michael Foods. If the acquisition is not completed, we intend to use the net proceeds from this offering and the concurrent common stock offering, if completed, for general corporate purposes, which could include, among other things, financing future acquisition opportunities, working capital and capital expenditures.

Under the merger agreement, the purchase price for Michael Foods is calculated as follows: $2,450 million, less Michael Foods’ indebtedness (as defined in the merger agreement) as of the close of business immediately preceding the closing, plus Michael Foods’ cash (as defined in the merger agreement) as of the close of business immediately preceding the closing, less Michael Foods’ transaction expenses (as defined in the merger agreement), plus or minus, as applicable, the amount by which the Michael Foods’ net working capital (as defined in the merger agreement) as of the close of business immediately preceding the closing exceeds or is less than $165 million. In addition, we will pay an additional $50 million to the stockholders and optionholders of MFI Holding Corporation on the first anniversary of the closing date, which payment is intended to represent the parties’ estimate of the value of certain tax benefits that MFI Holding Corporation is expected to realize from payments made by or on behalf of MFI Holding Corporation in connection with the transactions contemplated by the merger agreement.

The estimated net proceeds from this offering reflected in the first paragraph of this section “Use of Proceeds” and the following table have been calculated by assuming the issuance and sale of 2.0 million units at a public offering price of $100 per unit and no exercise of the underwriters’ option to purchase additional units.

The following table sets forth the estimated sources and uses of funds in connection with the Michael Foods acquisition and the financing transactions described in this prospectus supplement. The actual amounts may vary from the estimated amounts set forth in the following table.


Sources of funds (in millions)			Uses of funds (in millions)
Cash	$	787.4	Fund acquisition of Michael Foods(6)	$	2,450.0
Term loan(1)		735.0	Breakage costs(7)		36.5
Bridge loan(2)		0.0	Estimated fees and expenses(8)		77.2
Debt offering(3)		630.0
Common stock offering(4)		211.3
Units offered hereby(5)		200.0

Total sources of funds	$	2,563.7	Total uses of funds	$	2,563.7

(1)	Represents estimated gross borrowings of $735.0 million from the term loan, but without deduction for original issue discount, fees and expenses. The term loan will not be borrowed if the Michael Foods

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acquisition is not completed. See “Prospectus Supplement Summary—Financing Transactions” for information about the term loan. The financing commitment includes up to $1,425.0 million for the term loan. The proceeds of this offering, plus the proceeds of the common stock offering and the debt offering, may reduce the aggregate amount of the term loan at our option.

(2)

See “Prospectus Supplement Summary—Financing Transactions” for information about the bridge loan. The proceeds of this offering, plus the proceeds of the common stock offering and the debt offering, would reduce the amount of, or eliminate the need for, the bridge loan. We do not expect to use any portion of the bridge loan unless the net proceeds of this offering, the common stock offering and the debt offering are less than $340.0 million, and then only to the extent of any such deficiency.

(3)	Represents estimated gross proceeds of the debt offering of $630.0 million but without deduction for discounts and other fees and expenses. See “Prospectus Supplement Summary—Financing Transactions” for information about the debt offering.

(4)

Represents estimated gross proceeds of the common stock offering of $211.3 million, but without deduction for underwriters’ discounts and commissions and other fees and expenses, based upon the sale of 4.5 million shares at an assumed price of $46.96 (which was the closing price of our common stock on May 16, 2014), and excluding any proceeds of the underwriters’ exercise of their option to purchase additional shares of common stock. See “Prospectus Supplement Summary—Financing Transactions” for information about the common stock offering.

(5)	Represents estimated gross proceeds of this offering, but without deduction for underwriters’ discounts and commissions and other fees and expenses.

(6)

Does not include the $50.0 million payment to be made by us on the first anniversary of the closing date, which we currently expect to fund at the time of payment from cash on hand or borrowing under our revolving credit facility. For purposes of the sources and uses set forth above, no adjustments to the Michael Foods purchase price have been assumed or made. Under the merger agreement, the purchase price for Michael Foods will be (i) decreased by the amount of Michael Foods’ indebtedness (as defined in the merger agreement) as of the close of business immediately preceding the closing, (ii) increased by the amount of Michael Foods’ cash (as defined in the merger agreement) as of the close of business immediately preceding the closing, (iii) decreased by the amount of Michael Foods’ transaction expenses (as defined in the merger agreement), and (iv) increased or decreased, as applicable, by the amount by which the Michael Foods’ net working capital (as defined in the merger agreement) as of the close of business immediately preceding the closing exceeds or is less than, as applicable, $165.0 million. As of March 29, 2014, for purposes of the foregoing adjustments, (x) the principal amount of Michael Foods’ long-term debt was $1,444.0 million, of which all but $6.9 million was “indebtedness” (as defined in the merger agreement), which, together with accrued and unpaid interest thereon, would be a decrease in the Michael Foods purchase price (and, of this principal amount, $1,431.0 million, together with accrued and unpaid interest thereon, would be repaid at closing from the proceeds of this offering and the other financing transactions, and $13.0 million would remain outstanding following the closing), and (y) the amount of Michael Foods’ “cash” (as defined in the merger agreement) was $42.3 million, which would be an increase in the Michael Foods purchase price.

(7)

Represents the additional costs, comprised primarily of redemption premiums, of redeeming, concurrent with the closing of the Michael Foods acquisition, the senior notes issued by subsidiaries of MFI Holding Corporation, which will be repaid at closing as described in note (6). The additional costs of $36.5 million are payable by us and are not an adjustment to the purchase price under the merger agreement.

(8)	Represents original issue discount and fees and expenses, including discounts and commissions, commitment fees, legal, accounting and other fees and expenses associated with the completion of the Michael Foods acquisition and the financing transactions.

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DIVIDEND POLICY AND MARKET FOR COMMON STOCK

Dividend Policy

The holders of our common stock are entitled to receive dividends if and when declared by our board of directors out of legally available funds. We have no plans to pay cash dividends on our common stock in the foreseeable future, and our senior credit facility and the indentures governing our debt securities restrict, and future credit facilities may restrict, our ability to pay dividends. Our Series B preferred stock earns cumulative dividends at a rate of 3.75% per annum, and our Series C preferred stock earns cumulative dividends at a rate of 2.5% per annum. Dividends on each series of preferred stock are payable quarterly on February 15, May 15, August 15 and November 15. We have paid the dividends on the Series B preferred stock and the Series C preferred stock on each quarterly dividend payment date since their respective initial issuances. Subject to compliance with the terms of our senior credit facility and our indentures, we expect to continue to pay dividends on the Series B and Series C preferred stock for future dividend periods.

Price Range of our Common Stock

Our common stock is traded on the New York Stock Exchange under the symbol “POST.” The high and low closing sale prices of our common stock, as reported by the New York Stock Exchange, for each quarter since Post’s separation from Ralcorp are reported below.


	Price Range of Common Stock
Period	High		Low
Fiscal Year Ended September 30, 2012:
Second Quarter (February 6, 2012 through March 31, 2012)	$	32.93	$	26.02
Third Quarter		33.98		28.00
Fourth Quarter		32.92		28.58
Fiscal Year Ended September 30, 2013:
First Quarter	$	35.13	$	30.05
Second Quarter		42.93		33.93
Third Quarter		47.12		41.88
Fourth Quarter		49.14		40.37
Fiscal Year Ending September 30, 2014:
First Quarter	$	52.61	$	38.70
Second Quarter	$	60.18	$	49.50
Third Quarter (through May 16, 2014)	$	54.96	$	46.96

On May 16, 2014, the closing sale price of our common stock as reported on the NYSE was $46.96.

As of April 30, 2014, there were approximately 6,670 record holders of our common stock.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of March 31, 2014:

•

on an actual basis; and

•

on an as adjusted basis to give effect to:

(i) the sale of the units at $100 per unit, after deducting estimated discounts and commissions and estimated offering expenses and excluding any units that may be issued if the underwriters exercise their option to purchase additional units, and our receipt of the estimated net proceeds thereof as described in “Use of Proceeds”; and

(ii) the acquisition of Michael Foods and the application of the estimated proceeds of this offering and the other financing transactions;

and, in each case, the other items or events described in the footnotes in the table below.

The information below is not necessarily indicative of our future cash and cash equivalents and capitalization. You should read the information in this table together with (i) “Management’s Discussions and Analysis of Financial Condition and Results of Operations” and our historical consolidated financial statements and the related notes contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2013, in our Quarterly Reports on Form 10-Q for the quarters ended December 31, 2013 and March 31, 2014, each as filed with the SEC and incorporated by reference in this prospectus supplement, (ii) the historical consolidated and combined carve-out financial statements and the related notes of Agricore United Holdings Inc., the parent company of Dakota Growers, for the fiscal year ended October 31, 2013, contained in our Current Report on Form 8-K/A filed with the SEC on January 21, 2014 and incorporated by reference in this prospectus supplement, (iii) the historical consolidated financial statements and related notes of MFI Holding Corporation as of and for the three years in the period ended December 28, 2013 and as of and for the three month period ended March 29, 2014 and the related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Current Report on Form 8-K filed with the SEC on May 19, 2014, each of which is incorporated by reference in this prospectus supplement, and (iv) “Unaudited Pro Forma Condensed Consolidated Financial Information” included in this prospectus supplement.


	As of March 31, 2014
			As Adjusted(1)(2)
(in millions)	Historical		For Unit Offering Only			For Acquisition of Michael Foods and All Financing Transactions
Cash and cash equivalents	$	825.9	$	1,019.4	(3)	$	38.5	(4)

Debt, including current and long-term:
Senior secured first lien term loan(5)	$	—	$	—		$	731.3
Senior notes due 2022		1,407.1		1,407.1			1,407.1
Senior notes due 2021		895.0		895.0			895.0
Senior notes due 2022(6)		—		—			630.0
Senior amortizing notes that are components of tangible equity units(7)		—		32.8			32.8
Other debt(8)		—		—			13.0

Total debt		2,302.1		2,334.9			3,709.2

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	As of March 31, 2014
				As Adjusted(1)(2)
(in millions)	Historical			For Unit Offering Only			For Acquisition of Michael Foods and All Financing Transactions
Shareholders’ Equity:
Preferred stock, par value $.01 per share; 50,000,000 shares authorized:
Series B—$100 liquidation value; 2,415,000 shares issued and outstanding and Series C—$100 liquidation value; 3,200,000 shares issued and outstanding		0.1			0.1			0.1
Common stock, par value $.01 per share; 300,000,000 shares authorized; 38,456,241 shares outstanding		0.4			0.4			0.4
Additional paid-in capital(9)		2,138.2			2,299.9			2,502.8
Retained earnings		21.0			21.0			(22.4	)
Accumulated other comprehensive loss		(14.9	)		(14.9	)		(14.9	)
Treasury stock		(53.4	)		(53.4	)		(53.4	)

Total stockholders’ equity		2,091.4			2,253.1			2,412.6

Total capitalization	$	4,393.5		$	4,588.0		$	6,121.8

(1)

The information in this table is not necessarily indicative of our future cash and cash equivalents and capitalization, and is prepared based upon the assumptions described under “Notes to Unaudited Pro Forma Condensed Consolidated Financial Information—MFI Acquisition Transaction Summary—Financing Assumptions” included in this prospectus supplement, except that the estimated amount of net proceeds from the common stock offering, after deducting estimated underwriting discounts and commissions and estimated offering expenses, is assumed to be approximately $202.9 million, based upon the sale of 4.5 million shares at an assumed price of $46.96, which was the closing price of our common stock on May 16, 2014.

(2)	The as adjusted balances do not give effect to our pending acquisition of the PowerBar and Musashi brands from Nestlé S.A. for which we expect to use $150.0 million of cash and cash equivalents.

(3)	The as adjusted balance for the Unit offering includes, in addition to the historical balance, the gross proceeds of $200.0 million from this offering, reduced by an estimated $6.5 million of fees and expenses for this offering.

(4)

The as adjusted balance for the acquisition of Michael Foods and the financing transactions includes, in addition to the historical balance, the following: gross proceeds of the financing transactions, reduced by the fees and expenses thereof, payment of the purchase price for the acquisition of Michael Foods and the repayment of certain indebtedness of Michael Foods from the proceeds of this offering and the other financing transactions, including the amount to be paid upon the redemption of the senior notes and the related redemption premium. See notes (6) and (7) under “Use of Proceeds.”

(5)

Represents estimated borrowings of $735.0 million from the term loan, less estimated original issue discount of $3.7 million. See “Prospectus Supplement Summary—Financing Transactions” for information about the term loan. The financing commitment includes up to $1.425 billion for the term loan. The proceeds of this offering, plus the proceeds of the common stock offering and the debt offering, may reduce the aggregate amount of the term loan at our option. This as adjusted balance is based upon certain assumptions referred to in note (1) above.

(6)	The as adjusted balance gives effect to estimated gross proceeds of $630.0 million from the debt offering. See “Prospectus Supplement Summary—Financing Transactions” for information about the debt offering. This as adjusted balance is based upon certain assumptions referred to in note (1) above.

(7)	Each Unit will include an amortizing note, as described in “Description of the Amortizing Notes.” This as adjusted balance is based upon certain assumptions referred to in note (1) above.

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(8)

Represents indebtedness of Michael Foods and its subsidiaries that will remain outstanding after completion of the Michael Foods acquisition. A portion of this amount, approximately $6.1 million as of March 29, 2014, constitutes “indebtedness” (as defined in the merger agreement) and will be deducted in determining the purchase price payable under the merger agreement. See note (6) under “Use of Proceeds.”

(9)

As adjusted additional paid in capital assumes gross proceeds of approximately $211.3 million from the issuance of 4.5 million shares of common stock at an assumed price of $46.96 per share (which was the closing price of our common stock on the NYSE on May 16, 2014), less par value and estimated fees and expenses for such offering. See “Prospectus Supplement Summary—Financing Transactions” for information about the common stock offering. Also includes as additional paid-in capital the initial fair value of the purchase contracts, net of the underwriting discounts and commissions and estimated offering expenses allocated to the purchase contracts, included in each Unit. Please refer to note (7) above. This as adjusted balance is based upon certain assumptions referred to in note (1) above.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Set forth below is pro forma financial information giving effect to our completed acquisition of the Dakota Growers Business and our pending acquisition of the Michael Foods Business. This pro forma financial information has been prepared in accordance with the requirements of SEC Regulation S-X relating to the presentation of pro forma financial information and also is included in our Current Report on Form 8-K filed with the SEC on May 19, 2014.

On September 15, 2013, Post Holdings, Inc. (“Post” or the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Viterra Inc. (“Viterra”) pursuant to which Post agreed to purchase from Viterra (the “Agricore Acquisition”) all of the stock of Agricore United Holdings Inc. (“Agricore”). Agricore is the parent company of Dakota Growers Pasta Company, Inc. (“Dakota Growers”), a manufacturer of dry pasta for retail and institutional markets. The consolidated and combined financial statements of Agricore include interests in the assets, liabilities, revenues and expenses attributable to Dakota Growers and management’s estimates of Viterra’s general and administrative expenses attributable to these operations. As part of the Agricore Acquisition, Post also agreed to acquire durum wheat inventory held by Viterra for the Dakota Growers business. The purchase price payable by Post under the Purchase Agreement was $370.0 million, on a debt-free, cash-free basis, subject to a working capital adjustment and other adjustments in accordance with the terms of the Purchase Agreements. Post paid Viterra approximately $366.2 million at closing to consummate the Agricore Acquisition effective on January 1, 2014. The working capital adjustment is subject to a post-closing true-up. After consideration of Post’s current estimate of the post-closing working capital true-up and other adjustments in accordance with the terms of the Purchase Agreement, Post estimates the final purchase price will be approximately $359.6 million.

On April 16, 2014, Post and Acquisition Sub, Inc., a newly organized subsidiary of Post, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MFI Holding Corporation (“MFI”) and GS Capital Partners VI Fund, L.P., as representative for the stockholders and optionholders of MFI. Under the Merger Agreement, Post will acquire MFI and its subsidiaries, including Michael Foods Group, Inc. (collectively, the “MFI Business”), for a purchase price of $2.45 billion (on a debt-free and cash free basis, subject to a working capital adjustment and certain other adjustments described in the Merger Agreement, including a $50.0 million payment on the first anniversary of the closing date). The Merger Agreement provides for the acquisition (the “MFI Acquisition”) of the MFI Business by Post by means of the merger of Acquisition Sub, Inc., with and into MFI, with MFI being the surviving corporation in the merger and becoming a wholly-owned subsidiary of Post as a result of the merger. The obligations of the parties to complete the MFI Acquisition are subject to certain customary closing conditions.

The following unaudited pro forma condensed consolidated financial information is based on the historical consolidated financial information of Post, Agricore and MFI and has been prepared to reflect the Agricore Acquisition and the proposed MFI Acquisition and related financing transactions. The Company financed the Agricore Acquisition with cash on hand as of January 1, 2014 which was principally derived from the net proceeds of the Company’s issuance of $350.0 million of principal value of 7.375% senior notes on July 18, 2013. Concurrently, and in connection with entering into the Merger Agreement, Post entered into a commitment letter with various lenders, pursuant to which Post received committed financing up to $1.765 billion of credit facilities consisting of (i) a senior secured first lien term loan facility of $1.425 billion and (ii) an unsecured senior increasing rate bridge loan of up to $340.0 million. The committed facilities, together with cash on hand, are sufficient to fund the MFI Acquisition, including the payment of related fees and expenses. For purposes of the pro forma financial information, we have assumed the acquisition financing will consist of: (a) $735.0 million aggregate principal amount of term loan B; (b) $630.0 million aggregate principal amount of senior unsecured notes; (c) $200.0 million issuance of common stock; and (d) $200.0 million issuance of tangible equity units, consisting of $167.2 million of prepaid stock purchase contracts and $32.8 million of senior amortizing notes. The final structure and terms of the acquisition financing will be subject to market conditions and may change materially from the assumptions used in the pro forma information. See “Notes to Unaudited Pro Forma

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Condensed Consolidated Financial Information – MFI Acquisition Transaction Summary – Financing Assumptions” below.

The unaudited pro forma condensed consolidated financial information is provided for informational purposes only. The unaudited pro forma condensed consolidated statements of operations are not necessarily indicative of operating results that would have been achieved had the acquisitions been completed as of October 1, 2012 and does not intend to project the future financial results of Post after the Agricore Acquisition and the MFI Acquisition. The unaudited pro forma condensed consolidated balance sheet does not purport to reflect what Post’s financial condition would have been had the transactions closed on March 31, 2014 or for any future or historical period. The unaudited pro forma condensed consolidated statements of operations and balance sheet are based on certain assumptions, described in the accompanying notes, which management believes are reasonable and do not reflect the cost of any integration activities or the benefits from the Agricore Acquisition and the MFI Acquisition and synergies that may be derived.

Post’s fiscal year ends in September, while Agricore’s fiscal year ends in October and MFI’s fiscal year ends in December. The unaudited condensed consolidated balance sheet combines the unaudited consolidated balance sheet of Post as of March 31, 2014, which includes the accounts of Agricore because the Agricore Acquisition closed on January 1, 2014, and the unaudited condensed consolidated balance sheet of MFI as of March 29, 2014. The full-year unaudited pro forma condensed consolidated statement of operations for the year ended September 30, 2013, combines the audited consolidated statement of operations for Post for the fiscal year ended September 30, 2013 with the audited consolidated and combined carve-out statement of operations of Agricore for the fiscal year ended October 31, 2013 and the audited consolidated statement of operations of MFI for the fiscal year ended December 28, 2013. The unaudited pro forma condensed consolidated statement of operations for the six months ended March 31, 2014 combines the unaudited condensed consolidated statement of operations of Post for the six months ended March 31, 2014 with the unaudited condensed consolidated statement of operations of Agricore for the three months ended October 31, 2013 and MFI’s unaudited condensed consolidated statement of operations for the six months ended March 29, 2014. Only three months of historical stand-alone Agricore results of operations are included because the Agricore Acquisition closed on January 1, 2014 and the results of Agricore’s operations are included in Post’s consolidated results of operations from that date forward. Unaudited statement of operations data for the three months ended October 31, 2013 were utilized for Agricore to correspond with Agricore’s historical quarterly fiscal periods. By using this quarterly data, results of operations for Agricore for the months of November and December, 2013 are excluded from the condensed consolidated pro forma statement of operations for the six months ended March 31, 2014. Net sales and operating profit for Agricore for those months were approximately $40.5 million and $3.0 million in the aggregate, respectively. There were no significant unusual adjustments recorded by Agricore during this two-month period. The unaudited condensed consolidated statement of operations of MFI for the six months ended March 29, 2014 was determined by adding MFI’s unaudited condensed consolidated statement of operations for its fiscal fourth quarter of 2013 with the unaudited condensed consolidated statement of operations for its fiscal first quarter of 2014. By determining the unaudited condensed consolidated statement of operations of MFI for the six months ended March 29, 2014 in this manner, the results of operations of MFI’s fiscal 2013 fourth quarter have been included in the pro forma financial information in both the annual unaudited pro forma condensed consolidated statement of operations and the six month unaudited pro forma condensed consolidated statement of operations. MFI’s net sales and operating profit in its fiscal fourth quarter of 2013 were $512.7 and $45.1, respectively. There were no significant unusual adjustments recorded by MFI during this quarterly period.

The unaudited pro forma condensed consolidated financial information should be read in conjunction with the following information:

•

notes to the unaudited pro forma condensed consolidated financial information;

•

Post’s Current Report on Form 8-K filed on September 16, 2013, including exhibits thereto, which describes the Agricore Acquisition;

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•

Post’s second Current Report on Form 8-K filed on April 17, 2014, including exhibits thereto, which describes the MFI Acquisition;

•

audited financial statements of Post as of and for the year ended September 30, 2013, which are included in Post’s Annual Report on Form 10-K for the year ended September 30, 2013, as filed with the SEC;

•

unaudited financial statements of Post as of and for the six months ended March 31, 2014, which are included in Post’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, as filed with the SEC;

•

audited financial statements of Agricore as of and for the year ended October 31, 2013, which are included in Exhibit 99.1 of Post’s Current Report on Form 8-K/A filed on January 21, 2014; and

•

audited financial statements of MFI as of and for the year ended December 28, 2013, which are included in Exhibit 99.1 of Post’s Current Report on Form 8-K filed on May 19, 2014.

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Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of March 31, 2014

(in millions)


	Post Historical			MFI Historical		MFI Pro Forma Adjustments			Pro Forma
Assets
Current Assets
Cash and cash equivalents	$	825.9		$	42.3	$	(840.6	)⁽¹⁾	$	27.6
Restricted cash		1.8			—		—			1.8
Receivables, net		185.5			169.4		—			354.9
Inventories		224.5			161.1		14.7	⁽²⁾		400.3
Deferred income taxes		24.7			1.1		(5.6	)⁽³⁾		20.2
Prepaid expenses and other current assets		53.2			14.1		—			67.3

Total current assets		1,315.6			388.0		(831.5	)		872.1
Property, net		491.1			261.7		63.7	⁽⁴⁾		816.5
Goodwill		1,910.8			830.9		391.8	⁽⁵⁾		3,133.5
Other intangible assets, net		1,420.7			515.9		833.6	⁽⁶⁾		2,770.2
Deferred income taxes		2.1			—		—			2.1
Other assets		43.8			44.6		(8.4	)⁽⁷⁾		80.0

Total assets	$	5,184.1		$	2,041.1	$	449.2		$	7,674.4

Liabilities and Equity
Current Liabilities
Current maturities of long-term debt	$	—		$	4.4	$	—		$	4.4
Accounts payable		112.6			93.1		—			205.7
Other current liabilities		117.1			99.1		6.6	⁽⁸⁾		222.8

Total current liabilities		229.7			196.6		6.6			432.9
Long-term debt		2,302.1			1,439.6		(36.9	)⁽⁹⁾		3,704.8
Deferred income taxes		440.2			230.3		340.4	⁽³⁾		1,010.9
Other liabilities		120.7			3.4		—			124.1

Total liabilities		3,092.7			1,869.9		310.1			5,272.7

Equity
Preferred stock		0.1			—		—			0.1
Common stock		0.4			—		—			0.4
Additional paid-in capital		2,138.2			132.4		221.3	⁽¹⁰⁾		2,491.9
Retained earnings (accumulated deficit)		21.0			37.7		(81.1	)⁽¹⁰⁾		(22.4	)
Accumulated other comprehensive (loss) income		(14.9	)		1.1		(1.1	)⁽¹⁰⁾		(14.9	)
Treasury stock		(53.4	)		—		—			(53.4	)

Total equity		2,091.4			171.2		139.1			2,401.7

Total liabilities and equity	$	5,184.1		$	2,041.1	$	449.2		$	7,674.4

See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Information.

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Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Year Ended September 30, 2013

(in millions, except per share data)


	Post Historical			Agricore Historical			Agricore Pro Forma Adjustments			MFI Historical			MFI Pro Forma Adjustments			Pro Forma
Net Sales	$	1,034.1		$	283.1		$	—		$	1,948.3		$	(1.2	)⁽¹¹⁾	$	3,264.3
Cost of goods sold		(609.2	)		(231.8	)		6.2	^(a)		(1,623.0	)		37.2	⁽¹²⁾		(2,420.6	)

Gross Profit		424.9			51.3			6.2			325.3			36.0			843.7
Selling, general and administrative expenses		(294.4	)		(15.6	)		(7.5	)^(b)		(130.5	)		(36.0	)⁽¹³⁾		(484.0	)
Amortization of intangible assets		(14.6	)		(2.3	)		(9.2	)^(c)		(30.8	)		(36.3	)⁽⁶⁾		(93.2	)
Restructuring expense		(3.8	)		—			—			—			—			(3.8	)
Impairment of goodwill and other intangible assets		(2.9	)		—			—			—			—			(2.9	)
Other operating expenses, net		(1.4	)		(3.4	)		—			—			—			(4.8	)

Operating Profit		107.8			30.0			(10.5	)		164.0			(36.3	)		255.0
Interest expense		(85.5	)		(5.7	)		(14.4	)^(d)		(111.2	)		29.8	⁽¹⁴⁾		(187.0	)
Unrealized loss on currency transactions		—			—			—			(1.2	)		—			(1.2	)

Earnings before Income Taxes		22.3			24.3			(24.9	)		51.6			(6.5	)		66.8
Income tax provision		(7.1	)		(7.5	)		9.4	^(e)		(17.0	)		2.5	⁽³⁾		(19.7	)
Equity in losses of unconsolidated subsidiary		—			—			—			(0.8	)		—			(0.8	)

Net Earnings		15.2			16.8			(15.5	)		33.8			(4.0	)		46.3

Preferred stock dividends		(5.4	)		—			—			—			—			(5.4	)

Net Earnings Available to Common Stockholders	$	9.8		$	16.8		$	(15.5	)	$	33.8		$	(4.0	)	$	40.9

Earnings per Share:
Basic	$	0.30														$	0.99
Diluted	$	0.30														$	0.98
Weighted-average Shares Outstanding (in millions of shares):
Basic		32.7												8.6	⁽¹⁵⁾		41.3
Diluted		33.0												8.6	⁽¹⁵⁾		41.6

See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Information.

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Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Six Months Ended March 31, 2014

(in millions, except per share data)


	Post Historical			Agricore Historical			Agricore Pro Forma Adjustments			MFI Historical			MFI Pro Forma Adjustments			Pro Forma
Net Sales	$	735.0		$	69.0		$	—		$	986.7		$	(0.3	)⁽¹¹⁾	$	1,790.4
Cost of goods sold		(491.1	)		(56.7	)		5.8	^(a)		(835.7	)		18.8	⁽¹²⁾		(1,358.9	)

Gross Profit		243.9			12.3			5.8			151.0			18.5			431.5
Selling, general and administrative expenses		(186.2	)		(4.3	)		2.3	^(b)		(66.1	)		(16.8	)⁽¹³⁾		(271.1	)
Amortization of intangible assets		(18.4	)		(0.4	)		(2.4	)^(c)		(15.4	)		(18.2	)⁽⁶⁾		(54.8	)
Loss on foreign currency		(13.5	)		—			—			—			—			(13.5	)
Restructuring expenses		(0.7	)		—			—			—			—			(0.7	)
Other operating expenses, net		(0.2	)		—			—			—			—			(0.2	)

Operating Profit		24.9			7.6			5.7			69.5			(16.5	)		91.2
Interest expense		(66.3	)		—			—	^(d)		(55.1	)		15.2	⁽¹⁴⁾		(106.2	)
Unrealized loss on currency transactions		—			—			—			(1.0	)		—			(1.0	)

(Loss) Earnings before Income Taxes		(41.4	)		7.6			5.7			13.4			(1.3	)		(16.0	)
Income tax benefit (provision)		20.7			(1.2	)		(2.2	)^(e)		(4.2	)		0.5	⁽³⁾		13.6
Equity in losses of unconsolidated subsidiary		—			—			—			—			—			—

Net (Loss) Earnings		(20.7	)		6.4			3.5			9.2			(0.8	)		(2.4	)

Preferred stock dividends		(6.9	)		—			—			—			—			(6.9	)

Net (Loss) Earnings Available to Common Stockholders	$	(27.6	)	$	6.4		$	3.5		$	9.2		$	(0.8	)	$	(9.3	)

(Loss) Earnings per Share:
Basic	$	(0.83	)													$	(0.22	)
Diluted	$	(0.83	)													$	(0.22	)
Weighted-average Shares Outstanding (in millions of shares):
Basic		33.1												8.6	⁽¹⁵⁾		41.7
Diluted		33.1												8.6	⁽¹⁵⁾		41.7

See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Information.

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Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

(dollars in millions, except per share data)

Basis of Pro Forma Presentation

The unaudited pro forma condensed consolidated financial information presented here is based on the historical audited and unaudited consolidated financial information of Post, the audited and unaudited consolidated and combined carve-out financial information of Agricore and the audited and unaudited consolidated financial information of MFI. The unaudited pro forma condensed consolidated balance sheet as of March 31, 2014 assumes the MFI Acquisition was completed on that date. Because the Agricore Acquisition was completed prior to March 31, 2014, no pro forma adjustments have been made for the Agricore Acquisition as Agricore’s accounts are included in Post historical balance sheet as of that date. The unaudited pro forma condensed consolidated statements of operations for the year ended September 30, 2013 and the six months ended March 31, 2014 assume the Agricore Acquisition and MFI Acquisition were completed on October 1, 2012.

Pro forma adjustments reflected in the unaudited pro forma condensed consolidated balance sheet are based on items that are directly attributable to the MFI Acquisition and that are factually supportable. Pro forma adjustments reflected in the unaudited pro forma condensed consolidated statements of operations are based on items directly attributable to both of the acquisitions and related financings, and that are factually supportable and expected to have a continuing impact on Post.

Both acquisitions will be accounted for as business combinations. Accordingly, the respective total purchase price will be allocated to the assets acquired and liabilities assumed in each transaction based on their estimated fair values. The unaudited pro forma condensed consolidated statements of operations do not reflect the cost of any integration activities or benefits from the acquisitions and synergies that may be derived from any integration activities, both of which may have a material effect on Post’s consolidated results of operations in periods following the completion of the Agricore Acquisition and the MFI Acquisition.

Certain amounts in Agricore’s and MFI’s historical financial information have been reclassified to conform to Post’s presentation.

Agricore Acquisition Transaction Summary

Post paid Viterra approximately $366.2 at closing to consummate the Agricore Acquisition effective on January 1, 2014. The purchase price is subject to adjustment based on final net working capital and other variables per the terms of the Purchase Agreement. The parties have not yet agreed to a final working capital settlement amount, however, Post currently estimates the final working capital settlement, and other adjustments in accordance with the terms of the Purchase Agreement, will result in an amount due back to Post of approximately $6.6, resulting in an estimated net purchase price for the Agricore Acquisition of approximately $359.6.

Post financed the Agricore Acquisition with cash on hand as of the closing date which was principally derived from the net proceeds of the Company’s issuance of $350.0 of principal value of 7.375% senior notes on July 18, 2013. Pro forma adjustments related to the financing have been made in the unaudited pro forma condensed consolidated statement of operations for the year ended September 30, 2013 to reflect the impact of the financing as if it had been completed on October 1, 2012 rather than July 18, 2013. No pro forma adjustments relating to the financing have been made in the pro forma statement of operations for the six months ended March 31, 2014 because Post’s historical unaudited condensed consolidated statement of operations includes the impact of the financing for the entire six month period.

Post has performed a detailed valuation analysis to determine the fair values of Agricore’s assets and liabilities, however, certain aspects of purchase accounting are not yet finalized. Accordingly, the unaudited pro

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forma condensed consolidated financial information includes a preliminary allocation of the estimated final net purchase price based on assumptions and estimates that, while considered reasonable under the circumstances, are subject to changes, which may be material. Upon finalization of the purchase price allocation, there may be additional increases or decreases to the recorded book values of Agricore’s assets and liabilities, including but not limited to trademarks, customer relationships and other intangible assets and property, plant and equipment that could give rise to future amounts of depreciation and amortization expense and related deferred taxes that are not reflected in the unaudited pro forma condensed consolidated information. Accordingly, actual results may differ materially from the information presented in this unaudited pro forma condensed consolidated financial information.

Agricore Acquisition Pro Forma Adjustments

(a)

For the year ended September 30, 2013, consists of adjustments to reclassify warehousing costs out of cost of goods sold (“COGS”) into selling, general and administrative expenses (“SG&A”) and to record incremental depreciation expense resulting from stepping-up the value of property, plant and equipment to fair value. For the six months ended March 31, 2014, consists of adjustments for warehousing expenses and incremental depreciation expense as well as inventory step-up.

Warehousing expenses – Historically, Agricore recorded warehousing expenses in COGS. Post accounts for warehousing expenses in SG&A. Adjustments of $7.5 and $2.0 were made for the year ended September 30, 2013 and the six months ended March 31, 2014, respectively, to classify Agricore warehousing costs in accordance with Post’s accounting policies.

Depreciation expense – For purposes of the purchase price allocation discussed above, Post estimated the fair value of Agricore’s property, plant and equipment to be approximately $9.4 higher than historical net book value. After consideration of this step-up in value and a reassessment of the remaining useful lives of Agricore’s property, plant and equipment, Post estimated incremental depreciation expense of $1.3 and $0.3 for the year ended September 30, 2013 and six months ended March 31, 2014, respectively.

Inventory step-up – For purposes of the purchase price allocation discussed above, Post estimated the fair value of inventory to be approximately $4.1 greater than historical book value. This inventory step-up was charged to COGS during the six months ended March 31, 2014. A pro forma adjustment has been made to reverse the expense as it is a non-recurring cost directly related to the Agricore Acquisition.

(b)

For the year ended September 30, 2013, and the six months ended March 31, 2014, consists of the adjustments discussed above in note (a) to reclassify warehousing expenses. In addition, for the six months ended March 31, 2014, reflects a $4.3 adjustment to remove non-recurring transaction expenses, recorded in Post’s historical financial statements, which are directly attributable to the Agricore Acquisition.

(c)	For purposes of the purchase price allocation discussed above, Post estimated the fair value of Agricore’s identifiable intangible assets at $150.0. The table below summarizes the estimated fair values, useful lives and pro forma amortization expense adjustment for identifiable intangible assets:


	Amount		Useful Life		Amortization Expense Six Months Ended March 31, 2014		Amortization Expense Year Ended September 30, 2013
Trademarks	$	22.8		5 to 20 years	$	0.7	$	1.4
Customer relationships		127.2		12.5 years		5.0		10.1

Total	$	150.0				5.7		11.5

Less existing amortization expense						3.3		2.3

Pro forma adjustment					$	2.4	$	9.2

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(d)

As discussed above, the purchase consideration for the Agricore Acquisition was from cash on hand at the time of the closing date which was principally derived from the net proceeds of the Company’s issuance of $350.0 of principal value of 7.375% senior notes on July 18, 2013. No pro forma adjustment for incremental interest expense was recorded in the unaudited pro forma statement of operations for the six months ended March 31, 2014 because Post’s historical financial statements contained interest expense and related premium amortization for the $350 of principal value of 7.375% senior notes for the entire time period. For the year ended September 30, 2013, a pro forma adjustment of $14.4 was made in order to remove interest expense reported in the historical statement of operations of Agricore as the Agricore Acquisition was consummated on a debt free basis and to record incremental interest expense for the Company’s $350 of principal value of 7.375% senior notes as if those notes had been issued on October 1, 2012.

(e)	Income tax expense impacts in the pro forma condensed consolidated statements of operations as a result of purchase accounting and other pro forma adjustments have been estimated using Post’s historical statutory tax rate of approximately 37.94%.

MFI Acquisition Transaction Summary

Post intends to pay $2,450.0 at closing to consummate the MFI Acquisition. In addition, Post will pay an amount equal to MFI’s cash and cash equivalents on hand at the closing date. The purchase price is subject to change based on a working capital adjustment and certain other adjustments described in the Merger Agreement, including a $50.0 payment on the first anniversary of the closing date. Pro forma adjustments related to the financing for the MFI Acquisition have been made in the unaudited pro forma condensed consolidated balance sheet as of March 31, 2014 as if the MFI Acquisition had closed on that date and in the unaudited pro forma condensed consolidated statements of operations for the year ended September 30, 2013 and the six months ended March 31, 2014 as if the financings had been completed on October 1, 2012.

Financing Assumptions

Concurrently, and in connection with entering into the Merger Agreement, Post entered into a commitment letter with various lenders pursuant to which Post received committed financing up to $1,765.0 of credit facilities consisting of (i) a senior secured first lien term loan facility of $1,425.0 and (ii) an unsecured senior increasing rate bridge loan of up to $340.0. The committed facilities, together with cash on hand, are sufficient to fund the MFI Acquisition, including the payment of related fees and expenses. Notwithstanding the foregoing, for purposes of the pro forma financial information, Post has assumed the MFI Acquisition financing will consist of:

(a)	an assumed $735.0 aggregate principal amount of term loan B, with an assumed stated interest rate of 4.25%;

(b)	an assumed $630.0 aggregate principal amount of senior unsecured notes, with an assumed stated interest rate of 6.625%;

(c)

an assumed $200.0 issuance of common stock, at an assumed offering price of $46.96 (which was the closing price of Post’s common stock on The New York Stock Exchange on May 16, 2014), which would result in the issuance of approximately 4.3 million shares of common stock (assuming no exercise of the underwriters’ option to purchase additional shares of common stock) and an increase in pro forma weighted-average shares outstanding by such amount of shares; and

(d)

an assumed $200.0 issuance of tangible equity units, assumed to be comprised of $167.2 of prepaid stock purchase contracts and $32.8 of senior amortizing notes. The prepaid stock purchase contracts are assumed to have a “reference price” equal to $46.96 (which was the closing price of Post’s common stock on The New York Stock Exchange on May 16, 2014), such that the maximum number of shares issuable on the June 1, 2017 settlement date (which would be subject to postponement in certain limited circumstances) would be approximately 4.3 million (assuming no exercise of the underwriters’ option to purchase additional tangible equity units) and an increase in pro forma weighted-average shares outstanding by such amount of shares. The senior amortizing notes are assumed to have a stated interest rate of 6.0%.

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The final structure and terms of the MFI Acquisition financing will be subject to market conditions and may change materially from the assumptions described above. Changes in the assumptions described above would result in changes to various components of the unaudited pro forma condensed consolidated balance sheet, including cash and cash equivalents, long-term debt and additional paid-in capital, and various components of the unaudited pro forma condensed consolidated statements of income, including interest expense, earnings per share and weighted-average shares outstanding. Depending upon the nature of the changes, the impact on the pro forma financial information could be material.

•

Each 0.125% increase (decrease) in each of the respective stated interest rates assumed above for the term loan B, the unsecured senior notes and the senior amortizing notes would increase (decrease) pro forma interest expense by approximately $0.9, $0.8 and less than $0.1, respectively, for the year ended September 30, 2013 and approximately $0.5, $0.4 and less than $0.1, respectively, for the six months ended March 31, 2014, and would decrease (increase) pro forma earnings per share (basic and diluted) by approximately $0.01, $0.01 and less than $0.01 per share, respectively, for the year ended September 30, 2013 and approximately $0.01, $0.01 and less than $0.01 per share, respectively, for the six months ended March 31, 2014 (assuming the principal balances do not change from those assumed above and the pro forma weighted-average shares outstanding do not change from those assumed above);

•

Each $50.0 increase (decrease) in the principal amount of the term loan B would increase (decrease) pro forma interest expense by approximately $2.3 for the year ended September 30, 2013 and approximately $1.2 for the six months ended March 31, 2014 and would decrease (increase) pro forma earnings per share (basic and diluted) by approximately $0.04 per share for the year ended September 30, 2013 and approximately $0.02 per share for the six months ended March 31, 2014 (assuming the stated interest rate on the term loan B does not change from that assumed above and the pro forma weighted-average shares outstanding do not change from those assumed above);

•

Each $50.0 increase (decrease) in the principal amount of the unsecured senior notes would increase (decrease) pro forma interest expense by approximately $3.4 for the year ended September 30, 2013 and approximately $1.7 for the six months ended March 31, 2014 and would decrease (increase) pro forma earnings per share (basic and diluted) by approximately $0.05 per share for the year ended September 30, 2013 and approximately $0.03 per share for the six months ended March 31, 2014 (assuming the stated interest rate on the unsecured senior notes does not change from that assumed above and the pro forma weighted-average shares outstanding do not change from those assumed above);

•

Each $50.0 increase (decrease) in the amount of common stock issued would increase (decrease) pro forma weighted average shares outstanding by approximately 1.1 million shares and would decrease (increase) pro forma earnings per share (basic and diluted) by approximately $0.03 per share for the year ended September 30, 2013 and less than $0.01 per share for the six months ended March 31, 2014 (assuming the offering price per share of common stock does not change from that assumed above);

•

Each $50.0 increase (decrease) in the amount of tangible equity units would increase (decrease) pro forma interest expense by approximately $0.6 for the year ended September 30, 2013 and approximately $0.2 for the six months ended March 31, 2014, would increase (decrease) pro forma weighted-average shares outstanding by approximately 1.1 million shares, and would decrease (increase) pro forma earnings per share (basic and diluted) by approximately $0.04 per share for the year ended September 30, 2013 and $0.01 per share for the six months ended March 31, 2014 (assuming the stated interest rate on the senior amortizing notes does not change from that assumed above, the “reference price” for the prepaid stock purchase contracts component of the tangible equity units does not change from that assumed above, and the ratio of the amount of the prepaid stock purchase contracts to the amount of the senior amortizing note does not change from that assumed above); and

•

Each $1.00 increase (decrease) in the assumed offering price of the common stock of $46.96 and the assumed “reference price” of the prepaid stock purchase contracts of $46.96 (each of which was the

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closing price of Post’s common stock on The New York Stock Exchange on May 16, 2014), would, in the aggregate, decrease (increase) pro forma weighted-average shares outstanding by approximately 0.2 million shares, and would increase (decrease) pro forma earnings per share (basic and diluted) by less than $0.01 for the year ended September 30, 2013 and the six months ended March 31, 2014, respectively (assuming the aggregate dollar amounts of common stock and the prepaid stock purchase contract components of the tangible equity units to be issued do not change from those assumed above).

At this time, Post has not performed a detailed valuation analyses to determine the fair values of MFI’s assets and liabilities. Accordingly, the unaudited pro forma condensed consolidated financial information includes a preliminary allocation of the purchase price based on assumptions and estimates that, while considered reasonable under the circumstances, are subject to changes, which may be material. In addition, Post has not yet performed the due diligence necessary to identify all of the adjustments required to conform MFI’s accounting policies to Post’s or to identify other items that could significantly impact the purchase price allocation or the assumptions and adjustments made in the preparation of this unaudited pro forma condensed consolidated financial information. Upon completion of detailed valuation analyses, there may be additional increases or decreases to the recorded book values of MFI’s assets and liabilities, including but not limited to trademarks, customer relationships and other intangible assets and property, plant and equipment that could give rise to future amounts of depreciation and amortization expense and changes in related deferred taxes that are not reflected in the information contained in this unaudited pro forma condensed consolidated information. Accordingly, once the necessary valuation analyses have been performed and the final purchase price allocation has been completed, actual results may differ materially from the information presented in this unaudited pro forma condensed consolidated financial information. Additionally, the unaudited pro forma condensed consolidated statement of operations does not reflect the cost of any integration activities or benefits from the MFI Acquisition and synergies that may be derived from any integration activities, both of which may have a material effect on Post’s consolidated results of operations in periods following the completion of the MFI Acquisition.

Below is a summary of the preliminary allocation of purchase consideration to the book value of net assets acquired and certain valuation adjustments related to the MFI Acquisition:


Total consideration (includes closing consideration, $42.3 for MFI cash on hand and $50.0 due on first anniversary of close)	$	2,542.3

Allocated to:
Historical net book value of MFI	$	171.2
MFI debt and accrued interest to be retired at closing		1,447.9
Write-off deferred financing fees on MFI debt to be retired at closing		(34.6	)
Preliminary valuation adjustment to inventories		14.7
Preliminary valuation adjustment for property, plant and equipment		63.7
Preliminary valuation adjustment to identifiable intangible assets		833.6
Deferred tax impact of preliminary valuation adjustments		(346.0	)
Residual adjustment to goodwill created by the business combination		391.8

Total acquisition cost allocated	$	2,542.3

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The following table is an estimate of the total sources and uses of cash as a result of the MFI Acquisition and related financing transactions.


Cash on hand at closing	$	840.6
Term loan B		735.0
Senior unsecured notes		630.0
Common equity		200.0
Tangible equity units (i)		200.0

Total sources of cash for closing	$	2,605.6

Fund MFI Acquisition (including repayment of $1,447.9 of MFI debt and related accrued interest)	$	2,492.3
Breakage cost on existing MFI debt		36.5
Other estimated transaction fees and expenses		76.8

Total acquisition cost allocated	$	2,605.6

(i)	For purposes of the pro forma financial information, the tangible equity units were assumed to consist of $167.2 of prepaid stock purchase contracts accounted for as equity and $32.8 of senior amortizing notes accounted for as debt.

MFI Acquisition Pro Forma Adjustments

(1)

After consideration of the expected financing transactions and related fees, Post estimates it will use $840.6 of cash on hand at closing to consummate the MFI Acquisition which includes a payment of $42.3 to acquire MFI’s cash and cash equivalents on hand, resulting in a net use of cash on hand of $798.3 for the combined entities.

(2)	Reflects the adjustment of MFI’s finished goods inventory to its preliminary estimated fair value.

(3)	Income tax expense and deferred income tax impacts in the pro forma condensed consolidated balance sheet and condensed consolidated statements of operations as a result of purchase accounting have been estimated at Post’s incremental statutory tax rate of 37.94%.

(4)	Reflects the adjustment of MFI’s property, plant and equipment to its preliminary estimated fair value.

(5)	Represents the incremental goodwill resulting from purchase accounting after estimating the fair value of the identifiable assets acquired and liabilities assumed. See “MFI Acquisition Transaction Summary” above.

(6)

For purposes of the preliminary purchase price allocation discussed in “MFI Acquisition Transaction Summary” above, Post estimated the fair value of MFI’s identifiable intangible assets at $1,349.5 including approximately $1,131.3 of customer relationship intangibles and approximately $218.2 of trademark intangibles representing an increase to the historical net book value of MFI’s intangible assets of $833.6. For purposes of determining incremental pro forma amortization expense to be recorded in the unaudited pro forma condensed consolidated statements of operations, the total estimated fair value of identifiable intangible assets was assumed to have a weighted average useful life of approximately 20.3 years.

(7)

Represents the net impact of reversing $34.6 of deferred financing fees recorded in MFI’s historical balance sheet for debt instruments that will be retired at the time of closing the MFI Acquisition and recording $26.2 of estimated underwriting and professional fees to be incurred on the debt to be issued to finance the transaction.

(8)	Reflects the following pro forma adjustments:

•

$50.0 payable to the sellers on the first anniversary of the closing date for the MFI Acquisition;

•

Reversal of $16.9 of accrued interest recorded in MFI’s historical balance sheet related to debt that will be retired at the time of closing;

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•

Estimated tax benefit effect ($26.5) of transaction fees and other financing fees expected to be incurred consisting of: $36.5 breakage fee on MFI debt to be retired, $22.5 of commitment fees and bridge facility fees for which Post intends to obtain alternative replacement debt and equity financing and $10.9 of investment banking and other merger and acquisition advisory fees.

(9)

Reflects the reversal of the book value of MFI debt of $1,431.0 expected to be retired at the time of closing and the estimated new debt Post expects to incur to finance the MFI Acquisition. The estimated balance of new Post debt consists of the following components: term loan B net of estimated original issue discount ($731.3), senior unsecured notes ($630.0) and amortizing note component of tangible equity units ($32.8). See “MFI Acquisition Transaction Summary – Financing Assumptions” above for various assumptions made with respect to the estimated balances of the new Post debt.

(10)

Reflects adjustments to remove MFI’s historical equity accounts (the total of which is equal to its net book value) to record the acquisition. In addition, includes adjustments to reduce retained earnings to reflect the after tax effect of certain acquisition-related expenses as described in note (8) above and to increase additional paid in capital for the estimated net proceeds from the issuance of common stock and the the issuance of the prepaid stock purchase contract component of the tangible equity units. See “MFI Acquisition Transaction Summary – Financing Assumptions” above for various assumptions made with respect to estimated proceeds from the issuance of common stock and the issuance of the prepaid stock purchase contract component of the tangible equity units.

(11)	Sales and COGS were adjusted to eliminate intercompany sales of $1.2 for the year ended September 30, 2013 and $0.3 for the six months ended March 31, 2014 between MFI and Agricore.

(12)	Reflects the elimination of COGS for intercompany sales as discussed in note (11) and adjustments to reclassify warehousing expenses as discussed below.

Warehousing expenses – Historically, MFI recorded warehousing expenses in COGS. Post accounts for warehousing expenses in SG&A. Adjustments of $36.0 and $18.5 were made for the year ended September 30, 2013 and the six months ended March 31, 2014, respectively, to classify MFI warehousing costs in accordance with Post’s accounting policies.

(13)

For the year ended September 30, 2013 and the six months ended March 31, 2014, consists of the adjustments discussed above in note (12) to reclassify warehousing expenses. In addition, for the six months ended March 31, 2014, reflects a $1.7 adjustment to remove non-recurring transaction expenses, recorded in Post’s and MFI’s historical financial statements, which are directly attributable to the MFI Acquisition.

(14)

As discussed in note (9), Post intends to incur new debt to finance the MFI Acquisition and intends to retire a portion of MFI’s debt. The pro forma adjustments for the year ended September 30, 2013 and the six months ended March 31, 2014, reflect the reversal of interest expense recorded in MFI’s historical financial statements for debt expected to be retired and incremental interest expense, including amortization of estimated original issue discount and deferred financing fees using the effective interest method, for new debt expected to be incurred by Post in the following amounts:


	Amortization Expense Year Ended September 30, 2013			Amortization Expense Six Months Ended March 31, 2014
Reversal of MFI interest expense	$	110.1		$	54.8
Incremental Post interest expense		(80.3	)		(39.6	)

Net pro forma interest expense adjustment	$	29.8		$	15.2

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(15)

As discussed above in note (10), Post intends to issue common stock and tangible equity units to partially fund the cost of the MFI Acquisition. Post intends to raise approximately $200.0 from the issuance of common stock and $167.2 from the issuance of the prepaid stock purchase contract component of the tangible equity units. Based on the closing market price of Post common stock on May 16, 2014 of $46.96 and the assumed “reference price” and maximum conversion rate for the stock purchase contracts, Post estimated the issuance of common stock and the issuance of tangible equity units would each result in a 4.3 million share increase to pro forma basic and diluted shares outstanding for both the year ended September 30, 2013 and the six months ended March 31, 2014. See “MFI Acquisition Transaction Summary – Financing Assumptions” above for various assumptions made with respect to the estimated proceeds from the issuance of common stock and the issuance of the prepaid stock purchase contract component of the tangible equity units and the additional weighted-average number of shares.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

We have summarized below the material terms of certain agreements and indentures relating to our indebtedness other than the amortizing notes component of the Units, which are described under “Description of the Amortizing Notes.” You are encouraged to read the agreements that govern such indebtedness, which are filed as exhibits to the registration statement of which this prospectus is a part, for greater detail on the terms of the agreements that may be important to you.

Secured Credit Facility

Original Credit Agreement

On January 29, 2014, we entered into a credit agreement (which we refer to as the original credit agreement) with various financial institutions, including each of the underwriters in this offering or their affiliates. The original credit agreement provides for a revolving credit facility in an aggregate principal amount of $300.0 million and potential incremental revolving and term loan credit facilities at our request and at the discretion of the lenders. Our obligations under the original credit agreement are unconditionally guaranteed by our existing and subsequently acquired or organized direct and indirect domestic subsidiaries (other than immaterial domestic subsidiaries and certain excluded subsidiaries) and are secured by security interests in substantially all of our assets and the assets of the subsidiary guarantors, except for real property (subject to the limitation described in the following sentence). If we incur additional debt in excess of $150.0 million under the credit agreement, then certain material real property will be added as collateral. The outstanding amounts under the revolving credit facility must be repaid on or before January 29, 2019. As of the date of this prospectus supplement, we have no borrowings outstanding under the original credit agreement. As a result of our March 19, 2014 issuance of 6.75% senior notes due 2021 (which are described in more detail below), on March 31, 2014 we became subject to a condition in the original credit agreement which provided that we could not draw on the revolving credit facility if our consolidated leverage ratio, calculated as provided in the original credit agreement, is not less than 5.75 to 1.00. As of March 31, 2014, our consolidated leverage ratio exceeded this threshold and, therefore, we were not permitted to draw on the revolving credit facility.

First Amendment to Credit Agreement

On May 1, 2014, we amended the original credit agreement. The amendment includes certain amendments that became effective immediately to (i) facilitate our acquisition of Michael Foods and permit the additional financing contemplated as part of the acquisition and (ii) permit us to borrow under the revolving credit facility so long as our consolidated leverage ratio, calculated as set forth in the original credit agreement and the amendment, is not equal to or greater than 7.25 to 1.00 (increased from 5.75 to 1.00), provided that if our merger agreement with respect to the Michael Foods acquisition is terminated, the Michael Foods acquisition is abandoned or the Michael Foods acquisition does not close on or before August 1, 2014, then the foregoing ratio will revert to 5.75 to 1.00. The amendment also provides for certain amendments to be effective upon the closing of the Michael Foods acquisition to (a) facilitate the acquisition of Michael Foods and the additional financing contemplated as part of the acquisition, (b) remove entirely the condition to borrowing described in clause (ii) above, (c) increase the senior secured leverage ratio covenant, calculated as set forth in the original credit agreement as amended by the amendment, from 2.75 to 1.00 to 3.00 to 1.00, and (d) increase the amount of permitted capital expenditures. This amendment effectively restored our ability to draw on the revolving credit facility, subject to the other borrowing conditions contained therein.

Joinder Agreement No. 1

On May 1, 2014, we also executed a joinder agreement to the original credit agreement, as amended by the amendment described above, which provides for an incremental revolving credit commitment of $100.0 million, which commitments become available upon our completion of the acquisition of Michael Foods and subject to certain other conditions contained therein. This effectively increases the maximum aggregate amount of the

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revolving credit facility to $400.0 million. We intend to use our existing revolving credit facility, as increased, for general corporate purposes including funding pending and future acquisitions, working capital and capital expenditures.

Joinder Agreement No. 2

In addition, at the closing of the Michael Foods acquisition we expect to enter into a second joinder agreement to the original credit agreement which will provide for the contemplated term loan.

After giving effect to this offering, the common stock offering and the debt offering, we expect to have senior secured credit facilities comprised of the term loan, which we currently assume to be $735.0 million, and a revolving credit facility of up to $400.0 million (of which no amounts are expected to be outstanding). Our obligations under the original credit agreement, as amended, will be unconditionally guaranteed by our existing and subsequently acquired or organized direct and indirect domestic subsidiaries (other than immaterial subsidiaries and certain excluded subsidiaries) and secured by security interests in substantially all of our assets and the subsidiary guarantors’ assets (including in each case, for the avoidance of doubt, certain real property).

New Senior Debt Securities

At or after commencement of this offering, pursuant to a separate offering circular, we expect to conduct a private offering of additional debt securities. We expect approximately $630.0 million in aggregate principal amount of debt securities will be offered, although there can be no assurance that the offering of the debt securities will be completed. The closing of the offering of debt securities is conditioned upon the simultaneous closing of our acquisition of Michael Foods.

We expect that the debt securities would be our unsecured unsubordinated obligations and would be fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of our existing and future domestic subsidiaries (other than immaterial subsidiaries or receivables finance subsidiaries). The terms and conditions of the debt securities, including interest rate, interest payment dates, the maturity date and any redemption provisions, will be set forth in an indenture that we will enter into with an indenture trustee, which we currently expect to be Wells Fargo Bank, National Association.

We expect that the debt securities and the subsidiary guarantees would unsecured, senior obligations and accordingly would be:

•

equal in right of payment with all of our and the subsidiary guarantors’ existing and future senior indebtedness, including our 6.75% Senior Notes due 2021 (which we refer to as the 2021 notes), our 7.375% Senior Notes Due 2022 and the amortizing notes component of the Units;

•

senior in right of payment to any of our and the subsidiary guarantors’ future subordinated indebtedness;

•

effectively subordinated to all of our and the subsidiary guarantors’ existing and future secured indebtedness, to the extent of the value of the collateral securing such indebtedness; and

•

effectively subordinated to all of the existing and future indebtedness and other liabilities, including trade payables, of our non-guarantor subsidiaries (other than indebtedness and other liabilities owed to us or any guarantors).

We expect the debt securities to have covenants and other terms and conditions, including provisions relating to redemptions, repurchases and events of default, that are substantially consistent with the covenants in the indenture for our 2021 notes, although we anticipate that certain of such covenants relating to the new debt securities will contain terms that are more favorable to us and our subsidiaries than the corresponding terms of the 2021 notes. The amount and terms and conditions of the debt securities, however, will be subject to market conditions and may change materially from the amounts and description set forth above. There can be no

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assurance that we will be able to issue any such debt securities on terms and conditions acceptable to us. This offering is not contingent on the consummation of the debt offering, and such offering is contingent upon completion of this offering.

The foregoing description and any other information regarding the debt offering is included herein solely for informational purposes. The debt offering will be made by a separate offering circular and is not part of the offering to which this prospectus supplement relates. The debt offering has not been and will not be registered under the Securities Act of 1933, as amended (the Securities Act), and the debt securities will be offered only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States pursuant to Regulation S under the Securities Act. This prospectus supplement is not an offer to sell or a solicitation of an offer to buy any such debt securities.

6.75% Senior Notes Due 2021

We have issued $875.0 million in aggregate principal amount of our 6.75% senior notes. The 2021 notes were issued pursuant to an Indenture, which we refer to as the 2021 indenture, dated as of November 18, 2013, among us, our subsidiary guarantors and Wells Fargo Bank, National Association, as trustee, as supplemented as of January 13, 2014, February 28, 2014 and April 18, 2014 to add additional acquired subsidiaries as additional guarantors. The 2021 notes are unsecured unsubordinated obligations of us and are guaranteed by our domestic subsidiaries.

The 2021 notes bear interest at a rate of 6.75% per year. Interest payments are due semi-annually each June 1 and December 1, with the first interest payment due on June 1, 2014. The maturity date of the 2021 notes is December 1, 2021. The 2021 notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of our existing and future domestic subsidiaries (other than immaterial subsidiaries or receivables finance subsidiaries).

The 2021 notes and the subsidiary guarantees are unsecured, senior obligations. Accordingly, they are:

•

equal in right of payment with all of our and the subsidiary guarantors’ existing and future senior indebtedness;

•

senior in right of payment to any of our and the subsidiary guarantors’ future subordinated indebtedness;

•

effectively subordinated to all of our and the subsidiary guarantors’ existing and future secured indebtedness, to the extent of the value of the collateral securing such indebtedness; and

•

Prior to December 1, 2016, we may redeem up to 40% of the aggregate principal amount of 2021 notes at a redemption price equal to 106.750% of the principal amount of the 2021 notes redeemed, plus accrued and unpaid interest to the redemption date with an amount not to exceed the net cash proceeds of certain equity offerings by us so long as at least 50% of the aggregate principal amount of 2021 notes originally issued under the 2021 indenture remains outstanding immediately after the redemption (unless all such 2021 notes are otherwise repurchased or redeemed) and the redemption occurs within 90 days of the date of the closing of such equity offering.

At any time prior to December 1, 2017, we may redeem all or a part of the 2021 notes at a redemption price equal to 100% of the principal amount of the 2021 notes redeemed and accrued and unpaid interest, plus a premium provided for in the 2021 indenture, which would be the greater of (1) 1.0% of the principal amount of each 2021 note being redeemed or (2) the excess of (i) the present value at the redemption date of (x) the redemption price of the 2021 note being redeemed at December 1, 2017 plus (y) all required interest payments

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due on each such 2021 note through December 1, 2017 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over (ii) the principal amount of such 2021 note.

On or after December 1, 2017, we may redeem all or a part of the 2021 notes at the redemption prices (expressed as a percentage of principal amount of the 2021 notes) set forth below, plus accrued and unpaid interest, to the applicable redemption date, if redeemed during the twelve-month period beginning on December 1 of the years indicated below:


Redemption Year	Price
2017		103.3750	%
2018		101.6875	%
2019 and thereafter		100.0000	%

If we experience a change of control (as defined in the 2021 indenture), holders of the 2021 notes may require us to purchase the 2021 notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to the date of purchase.

The 2021 indenture limits our ability and the ability of our restricted subsidiaries to, among other things: borrow money or guarantee debt; create liens; pay dividends on or redeem or repurchase stock; make specified types of investments and acquisitions; enter into or permit to exist contractual limits on the ability of our subsidiaries to pay dividends to us; enter into new lines of business; enter into transactions with affiliates; and sell assets or merge with other companies. Certain of these covenants are subject to suspension when and if the 2021 notes are rated at least “BBB-” by Standard & Poor’s or at least “Baa3” by Moody’s.

The 2021 indenture contains customary events of default that include, among other things (subject in certain cases to customary grace and cure periods): (i) non-payment of principal or interest; (ii) breach of certain covenants contained in the indenture or the 2021 notes, (iii) defaults in failure to pay certain other indebtedness or the acceleration of certain other indebtedness prior to maturity, (iv) the failure to pay certain final judgments, (v) the failure of certain guarantees to be enforceable and (vi) certain events of bankruptcy or insolvency. Generally, if an event of default occurs (subject to certain exceptions), the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding 2021 notes may declare all the 2021 notes to be due and payable immediately.

7.375% Senior Notes Due 2022

We have issued $1,375.0 million in aggregate principal amount of our 7.375% senior notes (which we refer to as the “2022 notes”). The 2022 notes were issued pursuant to an Indenture, which we refer to as the 2022 indenture, dated as of February 3, 2012, among us, our subsidiary guarantors, and Wells Fargo Bank, National Association, as trustee, as supplemented as of May 28, 2013, September 3, 2013, January 13, 2014, February 28, 2014 and April 18, 2014 to add additional acquired subsidiaries as additional guarantors. The 2022 notes are unsecured unsubordinated obligations of us and are guaranteed by our domestic subsidiaries.

Upon their issuance, the 2022 notes were subject to registration rights agreements under which we and the subsidiary guarantors agreed to file an exchange offer registration statement registering under the Securities Act exchange notes that have substantially identical terms as the 2022 notes as initially issued. On November 9, 2012, we filed a registration statement with respect to the 2022 notes issued on February 3, 2012 and October 25, 2012, for 2022 notes with a principal value of $1,025.0 million, and we completed the exchange of the notes on January 10, 2013. For the remaining $350.0 million principal value of 2022 notes, we filed a second exchange offer registration statement with the SEC on January 21, 2014 and will continue to use commercially reasonable efforts to have the registration statement declared effective on or prior to July 13, 2014.

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The 2022 notes bear interest at a rate of 7.375% per year. Interest payments are due semi-annually each February 15 and August 15, with the first interest payment due on August 15, 2012. The maturity date of the 2022 notes is February 15, 2022. The 2022 notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of our existing and future domestic subsidiaries (other than immaterial subsidiaries or receivables finance subsidiaries).

The 2022 notes and the subsidiary guarantees are unsecured, senior obligations. Accordingly, they are:

•

equal in right of payment with all of our and the subsidiary guarantors’ existing and future senior indebtedness;

•

senior in right of payment to any of our and the subsidiary guarantors’ future subordinated indebtedness;

•

effectively subordinated to all of our and the subsidiary guarantors’ existing and future secured indebtedness, to the extent of the value of the collateral securing such indebtedness; and

•

On or after February 15, 2017, we may redeem all or a part of the 2022 notes at the redemption prices (expressed as a percentage of principal amount of the 2022 notes) set forth below, plus accrued and unpaid interest, to the applicable redemption date, if redeemed during the twelve-month period beginning on February 15 of the years indicated below:


Redemption Year	Price
2017		103.688	%
2018		102.458	%
2019		101.229	%
2020 and thereafter		100.0000	%

If we experience a change of control (as defined in the 2022 indenture), holders of the 2022 notes may require us to purchase the 2022 notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to the date of purchase.

The 2022 indenture among other things, limits our ability and the ability of our restricted subsidiaries to borrow money or guarantee debt, create liens, pay dividends on or redeem or repurchase stock, make specified types of investments and acquisitions, enter into or permit to exist contractual limits on the ability of our subsidiaries to pay dividends to us, enter into new lines of business, enter into transactions with affiliates and sell assets or merge with other companies. Certain of these covenants are subject to suspension when and if the 2022 notes are rated at least “BBB-” by Standard & Poor’s or at least “Baa3” by Moody’s. Each of the covenants is subject to a number of important exceptions and qualifications.

The 2022 indenture contains customary events of default that include, among other things (subject in certain cases to customary grace and cure periods): (i) non-payment of principal or interest; (ii) breach of certain covenants contained in the indenture or the 2022 notes, (iii) defaults in failure to pay certain other indebtedness or the acceleration of certain other indebtedness prior to maturity, (iv) the failure to pay certain final judgments, (v) the failure of certain guarantees to be enforceable and (vi) certain events of bankruptcy or insolvency. Generally, if an event of default occurs (subject to certain exceptions), the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding 2022 notes may declare all the 2022 notes to be due and payable immediately.

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DESCRIPTION OF THE UNITS

We are offering 2,000,000 Units (or 2,300,000 Units if the underwriters exercise their option to purchase additional Units in full), each with a stated amount of $100.00. Each Unit is comprised of a prepaid stock purchase contract (a “purchase contract”) and a senior amortizing note (an “amortizing note”) issued by us. The following summary of the terms of the Units, the summary of the terms of the purchase contracts set forth under the caption “Description of the Purchase Contracts” and the summary of the terms of the amortizing notes set forth under the caption “Description of the Amortizing Notes” in this prospectus supplement contain a description of all of the material terms of the Units and their components but are not complete. We refer you to:

•

the purchase contract agreement (the “purchase contract agreement”) to be entered into between us and U.S. Bank National Association, as purchase contract agent and as trustee under the senior debt indenture to be dated as of , 2014 (the “base indenture”), under which the purchase contracts and Units will be issued; and

•

the base indenture and a related supplemental indenture for the amortizing notes, to be dated the date of issuance of such amortizing notes, between us, as issuer, and U.S. Bank National Association, as trustee, under which the amortizing notes will be issued.

The base indenture has been and the related supplemental indenture for the amortizing notes and the purchase contract agreement will be filed as exhibits to the registration statement of which this prospectus supplement forms a part or be incorporated by reference therein. Whenever particular sections or defined terms are referred to, such sections or defined terms are incorporated herein by reference.

As used in this section, the terms “Post,” “we,” “us” and “our” mean Post Holdings, Inc. and do not include any of its existing or future subsidiaries.

Components of the Units

Each Unit offered is comprised of: