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): January 10, 2018

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

Missouri	1-35305	45-3355106
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01.     Regulation FD Disclosure.

On January 10, 2018, Post Holdings, Inc. (the “Company”) announced its Board of Directors declared a quarterly dividend of $0.9375 per share on the Company’s 3.75% Series B Cumulative Perpetual Convertible Preferred Stock (“Series B Preferred Stock”), for the dividend period from the date of November 15, 2017 to February 14, 2018. The dividend on the Company’s Series B Preferred Stock will be paid on February 15, 2018 to holders of record of Series B Preferred Stock as of the close of business on February 1, 2018.

The Board of Directors also declared a quarterly dividend of $0.625 per share on the Company’s 2.5% Series C Cumulative Perpetual Convertible Preferred Stock (“Series C Preferred Stock”), for the dividend period from the date of November 15, 2017 to February 14, 2018. The dividend on the Company’s Series C Preferred Stock will be paid on February 15, 2018 to holders of record of Series C Preferred Stock as of the close of business on February 1, 2018.

Item 8.01.     Other Events.

Also on January 10, 2018, the Company announced that it has given notice for the redemption of all outstanding shares of the Company’s Series B Preferred Stock (CUSIP: 737446302).

The redemption date of the Series B Preferred Stock will be February 15, 2018 (the “Redemption Date”). The Series B Preferred Stock will be redeemed at a redemption price equal to $100.00 per share of Series B Preferred Stock, plus accrued and unpaid dividends up to, but excluding, the Redemption Date (the “Redemption Price”). With the payment of the quarterly dividend on the Company’s Series B Preferred Stock previously discussed, which will occur on the same date as the Redemption Date, the amount of accrued and unpaid dividends on the Series B Preferred Stock as of the Redemption Date will be $0.00 per share, and the Redemption Price will be $100.00 per share. Unless the Company defaults in making the payment of the Redemption Price, the Series B Preferred Stock will no longer be deemed outstanding and dividends on the Series B Preferred Stock will cease to accrue on and after the Redemption Date.

As of January 10, 2018, there were 1,471,297 shares of Series B Preferred Stock issued and outstanding.

A copy of the press release issued on January 10, 2018 is attached hereto as Exhibit 99.1.

Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits

See Exhibit Index.

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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: January 10, 2018	Post Holdings, Inc.
	(Registrant)
	By:	/s/ Diedre J. Gray
	Name:	Diedre J. Gray
	Title:	EVP, General Counsel & Chief Administrative Officer, Secretary

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated January 10, 2018

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EX-99.1

Exhibit 99.1

Post Holdings Announces Redemption of 3.75% Series B Convertible Preferred Stock and Declares Dividend on Series B and Series C Convertible Preferred Stock

St. Louis, Missouri - January 10, 2018 - Post Holdings, Inc. (NYSE:POST) (the “Company” or “Post”) today announced it has given notice for the redemption of all outstanding shares of the Company’s 3.75% Series B Cumulative Perpetual Convertible Preferred Stock (CUSIP: 737446302) (the “Series B Preferred Stock”).

Also, today Post announced its Board of Directors declared a quarterly dividend of $0.9375 per share on the Series B Preferred Stock for the dividend period from the date of November 15, 2017 to February 14, 2018. The Board of Directors also declared a quarterly dividend of $0.625 per share on the Company’s 2.5% Series C Cumulative Perpetual Convertible Preferred Stock for the dividend period from the date of November 15, 2017 to February 14, 2018. Both dividends will be paid on February 15, 2018 to preferred shareholders as of the close of business on February 1, 2018.

The redemption date of the Series B Preferred Stock will be on February 15, 2018 (the “Redemption Date”). The Series B Preferred Stock will be redeemed at a redemption price equal to $100.00 per share of Series B Preferred Stock, plus accrued and unpaid dividends up to, but excluding, the Redemption Date (the “Redemption Price”). With the payment of the quarterly dividend on the Series B Preferred Stock described above, which will be paid on the same date as the Redemption Date, the amount of accrued and unpaid dividends on the Series B Preferred Stock will be $0.00 per share, and the Redemption Price will be $100.00 per share. Unless the Company defaults in making the payment of the Redemption Price, the Series B Preferred Stock will no longer be deemed outstanding and dividends on the Series B Preferred Stock will cease to accrue on and after the Redemption Date.

Holders of Series B Preferred Stock may convert their shares of Series B Preferred Stock at any time before 5:00 p.m., New York City time, on February 14, 2018. Holders of Series B Preferred Stock will no longer be able to exercise their conversion rights after 5:00 p.m., New York City time, on February 14, 2018. Holders of Series B Preferred Stock who wish to convert their Series B Preferred Stock must satisfy the requirements set forth in Section 11 of the Series B Preferred Stock Certificate of Designation.

Holders of Series B Preferred Stock who wish to have their shares of Series B Preferred Stock redeemed must surrender the shares of Series B Preferred Stock to the Paying Agent to collect the Redemption Price. The Company has designated Computershare Trust Company, N.A. to act as the Paying Agent and Conversion Agent. Questions regarding redemption of the Series B Preferred Stock and conversion of the Series B Preferred Stock may be directed to Computershare at the following address and telephone number: Computershare Trust Company, N.A., 250 Royall Street, Canton, MA 02021, Attn: Corporate Action Team, Telephone: 781-575-2765.

This press release does not constitute a notice of redemption under the Certificate of Designation governing the Series B Preferred Stock and is qualified in its entirety by reference to the redemption notice issued by or on behalf of the Company.

Cautionary Statement on Forward-Looking Language

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 press release. These forward-looking statements are sometimes identified from the use of forward-looking words such as “believe,” “should,” “could,” “potential,” “continue,” “expect,” “project,” “estimate,” “predict,” “anticipate,” “aim,” “intend,” “plan,” “forecast,” “target,” “is likely,” “will,” “can,” “may,” or “would” or the negative of these terms or similar expressions elsewhere in this release. All forward-looking statements are subject to a number of important factors, risks, uncertainties and assumptions that could cause actual results to differ materially from those described in any forward-looking statements. These factors and risks include, but are not limited to, unanticipated developments that prevent, delay or negatively impact the redemption and other financial, operational and legal risks and uncertainties detailed from time to time in the Company’s cautionary statements contained in its 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. There can be no assurance that the proposed redemption or related transactions will be completed as anticipated or at all.

Contact:

Investor Relations

Brad Harper

brad.harper@postholdings.com

(314) 644-7626