8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

______________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 19, 2013

Post Holdings, Inc.
(Exact name of registrant as specified in its charter)

Missouri	1-35305	45-3355106
(State of Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

2503 S. Hanley Road
St. Louis, Missouri 63144
(Address, including Zip Code, of Principal Executive Offices)

Registrant’s telephone number, including area code: (314) 644-7600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.05.    Costs Associated With Exit or Disposal Activities.

On March 19, 2013, the Board of Directors of Post Holdings, Inc. (the “Company”) conditionally approved a recommendation to close the Company’s Modesto, California manufacturing plant. The recommendation is conditioned upon discussions with the union at the Modesto facility. The Company will be communicating the possible plant closure to potentially affected employees on March 21, 2013.  

The Modesto plant has approximately 140 employees.  Discussions with the union regarding closure alternatives and options are ongoing, and ultimately will determine the cost of the closure upon conclusion.  If the closure of the plant proceeds, production is expected to be moved to other manufacturing facilities within the Company’s existing network.

The Board has delegated authority to the Company’s management to determine the final plan with respect to this initiative, assuming negotiations with the union are successful, which may include severance costs, accelerated depreciation on certain property, plant and equipment and other associated costs. As management has not yet finalized the specific actions to be taken, the Company is unable to make a good faith estimate of (i) the amount or range of amounts of each major type of cost that will be incurred, or (ii) the amount or range of amounts of costs that will result in future cash expenditures.

When the Company is able to make a good faith estimate of the amount or range of amounts of each major type of cost, and the amount or range of amounts of costs that will result in future cash expenditures, it will file an amendment to this Current Report on Form 8-K and disclose the estimates.

A copy of the Company's press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

This Form 8-K contains forward-looking statements which use the word “expects,” “estimates” or the phrase “currently expects.” Actual events or results may differ materially from those statements. For information about the factors that could cause such differences, please refer to the Company’s Annual Report on Form 10-K for the year ended September 30, 2012, including the information set forth under the caption “Cautionary Statement Regarding Forward-Looking Statements.”

Item 9.01.        Financial Statements and Exhibits.

(d) Exhibits.

Number	Description
Exhibit 99.1	Press Release dated March 21, 2013.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: March 21, 2013	Post Holdings, Inc.
	(Registrant)
	By:	/s/ Robert V. Vitale
		Name: Robert V. Vitale
		Title: Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated March 21, 2013.

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EX-99.1

Exhibit 99.1

Post Foods Considering Capacity Rationalization

St. Louis, Missouri – March 21, 2013 - Post Holdings, Inc. (NYSE:POST), a leading manufacturer, marketer and distributor of branded ready to eat cereals, today announced that it is considering closing its manufacturing facility in Modesto, California to improve operational efficiency and to better position the Company for future growth. Post will be soliciting input from the union that represents the hourly employees to ensure that employees’ interests are represented before the Company makes a final decision on the matter, which is expected by the end of April 2013.

“We are committed to addressing our excess capacity,” said Terence E. Block, President and Chief Operating Officer. “This initiative, if we proceed, would provide the increased efficiency necessary to compete in today’s environment.”

The Modesto plant has approximately 140 employees. Production is expected to be moved to other Post manufacturing facilities within its existing network in the event the plant closes.

“If Post decides to close the Modesto plant, we are committed to helping our employees through the transition,” said Mr. Block.

Forward-Looking Statements

Certain matters discussed in this press release and on the conference call are forward-looking statements, including statements which use the word “expects”, “estimates” or the phrase “currently expects.” Such statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Potential risks and uncertainties include the impact of our separation from Ralcorp and risks relating to our ability to operate effectively as a stand-alone, publicly traded company; our high leverage and substantial debt, including covenants that will restrict the operation of our business; the impact of the restatement of Post’s financial statements; significant increases in the costs of certain commodities, packaging or energy used to manufacture our products; changes in our cost structure, management, financing and business operations following the separation; labor strikes or work stoppages by our employees; our ability to achieve benefits from our separation; our obligations to indemnify Ralcorp if the separation is taxable under certain circumstances; restrictions on our taking certain actions due to tax rules and covenants with Ralcorp; our ability to continue to compete in our product market against manufacturers of both branded and private label cereal products and our ability to retain our market position; 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 consumer demand for ready-to-eat cereals; our ability to service our outstanding debt or obtain additional financing; disruptions in the U.S. and global capital and credit markets; legal and regulatory factors including changes in food safety, advertising and labeling laws and regulations; disruptions or inefficiencies in supply chain; 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; losses or increased funding and expenses related to our qualified pension plan; loss of key employees; changes in weather conditions, natural disasters and other events beyond our control; business disruptions caused by information technology failures; and other risks described in the Company’s filings with the Securities and Exchange Commission. These forward-looking statements represent the Company’s judgment as of the date of this press release. The Company disclaims, however, any intent or obligation to update these forward-looking statements.

About Post Holdings, Inc.

Post Holdings, Inc. is the parent company of Post Foods, LLC. Post has enriched the lives of consumers, bringing quality foods to the breakfast table since the company’s founding in 1895. Post’s products are generally sold to supermarket chains, wholesalers, supercenters, club stores, mass merchandisers, distributors, convenience stores and the foodservice channel in North America. Those products are manufactured at four facilities located in Battle Creek, Michigan; Jonesboro, Arkansas; Modesto, California; and Niagara Falls, Ontario. Post’s portfolio of brands includes diverse offerings to meet the taste and nutritional needs of all families, including such favorites as Honey Bunches of Oats®, Pebbles™, Great Grains®, Post Shredded Wheat®, Post® Raisin Bran, Grape-Nuts®, and Honeycomb®.  With the acquisition of Attune Foods, Post’s portfolio of brands now also includes Attune®, Uncle Sam® and Erewhon®. Post is dedicated to health and wellness, offering consumers a variety of cereal choices to meet their nutritional needs from whole grain and fiber to lower sugar offerings. For more information, visit www.postfoods.com. 

Contact:

Robert V. Vitale, Chief Financial Officer

(314) 644-7601