S-4MEF

As filed with the U.S. Securities and Exchange Commission on March 10, 2022

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BELLRING DISTRIBUTION, LLC*

(Exact Name of Registrant as Specified in its Certificate of Formation)

Delaware	2000	87-3296749
(State or Other Jurisdiction of Incorporation or Organization)	( Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

2503 S. Hanley Road

St. Louis, Missouri 63144

(314) 644-7600

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

Diedre J. Gray

Post Holdings, Inc.

2503 S. Hanley Road

St. Louis, Missouri 63144

Telephone: (314) 644-7600

Fax: (314) 646-3367

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

Copies to:

Benet O’Reilly Charles W. Allen Helena K. Grannis Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, New York 10006 (212) 225-2000 Craig L. Rosenthal BellRing Brands, Inc. 2503 S. Hanley Road St. Louis, Missouri 63144 (314) 644-7600 Eric Swedenburg Hui Lin Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 (212) 455-2000

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after the effectiveness of this registration statement and on completion of the transactions described in the enclosed prospectus.

If the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.  ☐

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒ Registration No. 333-261873

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		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 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

* Following the effectiveness of this Registration Statement, BellRing Distribution, LLC will convert into a Delaware corporation. The securities subject to this Registration Statement will be shares of common stock of that corporation, which will be named BellRing Brands, Inc. (the current BellRing Brands, Inc. will change its name to BellRing Intermediate Holdings, Inc. at the same time).

EXPLANATORY NOTE

BellRing Distribution, LLC (“New BellRing”) is filing this Registration Statement on Form S-4 and Form S-1 with the Securities and Exchange Commission pursuant to Rule 462(b) of the Securities Act of 1933, as amended, for the sole purpose of registering an additional 121 shares of New BellRing common stock, par value $0.01 per share (“New BellRing Common Stock”), issuable as part of the distribution by Post Holdings, Inc. (“Post”) of New BellRing Common Stock contemplated by the Transaction Agreement and Plan of Merger, dated as of October 26, 2021, as amended on February 28, 2022 (as amended, modified or supplemented, the “transaction agreement”), among BellRing Brands, Inc. (“BellRing”), Post, New BellRing and BellRing Merger Sub Corporation, as described in this Registration Statement. New BellRing has previously registered 78,076,819 shares of New BellRing Common Stock, by means of a currently effective Registration Statement on Form S-4 and Form S-1 (File No. 333-261873) (the “Prior Registration Statement”). The additional shares of New BellRing Common Stock that are being registered are in an amount that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Filing Fee table contained in the Prior Registration Statement.

INCORPORATION OF DOCUMENTS BY REFERENCE

This Registration Statement incorporates by reference the contents of the Prior Registration Statement, including all amendments, supplements and exhibits thereto and all information incorporated or deemed to be incorporated by reference therein. Additional agreements, opinions and consents required to be filed with this Registration Statement are listed on the Exhibit Index attached to and filed with this Registration Statement.

EXHIBIT INDEX

Exhibit Number	Description
2.1	Amendment No. 1 to Transaction Agreement and Plan of Merger, dated as of February  28, 2022, by and among BellRing Brands, Inc., Post Holdings, Inc., BellRing Distribution, LLC and BellRing Merger Sub Corporation*
5.1	Opinion of Cleary Gottlieb Steen & Hamilton LLP regarding the legality of the securities to be issued
23.1	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm
23.2	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm
23.3	Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1 to this registration statement)
107	Filing Fee Table

* Previously filed by BellRing Distribution, LLC on Form 8-K filed on February 28, 2022.

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on March 10, 2022.

BELLRING DISTRIBUTION, LLC
By:	POST HOLDINGS, INC., its sole member
By:	/s/ Robert V. Vitale
Name:	Robert V. Vitale
Title:	President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on March 10, 2022.

Signature Title

/s/ Robert V. Vitale	President (Principal Executive Officer)
Name: Robert V. Vitale
/s/ Jeff A. Zadoks	Vice President (Principal Financial Officer and Principal Accounting Officer)
Name: Jeff A. Zadoks

EX-5.1

Exhibit 5.1

March 10, 2022

BellRing Distribution, LLC

2503 S. Hanley Road

St. Louis, Missouri 63144

Ladies and Gentlemen:

We have acted as special counsel to BellRing Distribution, LLC, a Delaware limited liability company (“New BellRing”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of New BellRing’s registration statement on Form S-4 and Form S-1 (No. 333-261873) (the “Registration Statement”), pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and BellRing’s registration statement on Form S-4 and S-1 (the “Rule 462(b) Registration Statement,” together with the Registration Statement, the “Registration Statements”), pursuant to Rule 462(b) under the Securities Act, relating to the proposed (i) conversion of New BellRing into a Delaware corporation and changing of its name to BellRing Brands, Inc. and (ii) issuance and registration by New BellRing, following its conversion into a Delaware corporation, of up to 78,076,940 shares of common stock, par value $0.01 per share, of New BellRing (“New BellRing Common Stock”), to be distributed to holders of shares of common stock, par value $0.01 per share, of Post Holdings, Inc. (“Post Common Stock” and such distribution, the “Distribution”), in each case, pursuant to the Transaction Agreement and Plan of Merger, dated as of October 26, 2021, as amended by that certain Amendment No. 1 to the Transaction Agreement and Plan of Merger, dated as of February 28, 2022 (as it may be further amended from time to time, the “Transaction Agreement”), by and among Post Holdings, Inc., BellRing, New BellRing, and Merger Sub.

The conversion of New BellRing from a limited liability company to a corporation shall be effected in accordance with Section 265 (“Section 265”) of the General Corporation Law of the State of Delaware and is being effected by filing a certificate of conversion (the “Certificate of Conversion”) and a certificate of incorporation in respect of New BellRing with the Secretary of State of the State of Delaware (the “Secretary of State”).

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In arriving at the opinion expressed below, we reviewed the following documents:

(a) the Registration Statements;

(b) a form of the Certificate of Conversion;

(c) a form of New BellRing’s certificate of incorporation to be filed with the Secretary of State (the “Certificate of Incorporation”), filed as Exhibit 3.1 to the Registration Statement;

Cleary Gottlieb Steen & Hamilton LLP or an affiliated entity has an office in each of the cities listed above.

(d) a form of the Bylaws to be adopted by New BellRing, filed as Exhibit 3.2 to the Registration Statement;

(e) the Transaction Agreement; and

(f) a written consent of the sole member of New BellRing relating to the approval of the Transaction Agreement and the transactions contemplated thereby, including the issuance of the New BellRing Common Stock, and certain related matters.

In addition, we have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of New BellRing and such other documents, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below.

In rendering the opinion expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to the factual matters of each document we have reviewed.

Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that, upon filing of the Certificate of Conversion and the Certificate of Incorporation with the Secretary of State in accordance with Section 265, the New BellRing Common Stock, when issued in accordance with the terms and conditions of the Transaction Agreement, will be validly issued by New BellRing, fully paid and non-assessable.

In rendering the foregoing opinion, we have assumed that prior to the issuance of New BellRing Common Stock in connection with the Distribution: (i) the Distribution contemplated by the Transaction Agreement will have been consummated in accordance with the Transaction Agreement; and (ii) the shares of New BellRing Common Stock will have been registered by the transfer agent and registrar for the shares of New BellRing Common Stock.

The foregoing opinion is limited to the General Corporation Law of the State of Delaware.

We hereby consent to the use of our name in the prospectus constituting a part of the Registration Statement under the heading “Legal Matters” as counsel for New BellRing that has passed on the validity of New BellRing Common Stock, and to the use of this opinion letter as a part (Exhibit 5.1) of the Registration Statements. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

The opinion expressed herein is rendered on and as of the date hereof, and we assume no obligation to advise, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinion expressed herein.

Very truly yours,

/s/ Charles W. Allen

CLEARY GOTTLIEB STEEN & HAMILTON LLP

2

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 and Form S-1 of BellRing Distribution, LLC of our report dated November 19, 2021 relating to the financial statements and effectiveness of internal control over financial reporting of Post Holdings, Inc., which appears in Post Holdings, Inc.’s Annual Report on Form 10-K for the year ended September 30, 2021. We also consent to the reference to us under the heading “Experts” in Amendment No. 3 to the Registration Statement on Form S-4 and Form S-1 (No. 333-261873) incorporated by reference in this Registration Statement.

/s/ PricewaterhouseCoopers LLP

St. Louis, Missouri

March 10, 2022

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 and Form S-1 of BellRing Distribution, LLC of our report dated November 19, 2021 relating to the financial statements and effectiveness of internal control over financial reporting of BellRing Brands, Inc., which appears in BellRing Brands, Inc.’s Annual Report on Form 10-K for the year ended September 30, 2021. We also consent to the reference to us under the heading “Experts” in Amendment No. 3 to the Registration Statement on Form S-4 and Form S-1 (No. 333-261873) incorporated by reference in this Registration Statement.

/s/ PricewaterhouseCoopers LLP

St. Louis, Missouri

March 10, 2022

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

Form S-1 and Form S-4

(Form Type)

BellRing Distribution, LLC

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities and Carry Forward Securities

Newly Registered Securities

	Security Type	Security Class Title	Fee Calculation or Carry Forward Rule(2)	Amount Registered (1)		Proposed Maximum Offering Price Per Unit(2)	Proposed Maximum Aggregate Offering Price(2)		Fee Rate		Amount of Registration Fee
Fees to Be Paid	Equity	Common stock, par value $0.01 per share	457(a)		121		$	3,349.28		0.0000927	$	0.31
Fees Previously Paid	Equity	Common stock, par value $0.01 per share	457(a)		78,076,819		$	2,023,751,148.48			$	187,602
	Total Offering Amounts						$	2,023,754,497.76				—
	Total Fees Previously Paid(3)										$	189,845.43
	Total Fee Offsets(3)										$	0.31
	Net Fee Due(3)										$	0.00

(1) Represents only the additional number of shares of common stock of BellRing Distribution, LLC (“New BellRing”) (“New BellRing Common Stock”) being registered pursuant to this Registration Statement to be issuable upon completion of the distribution by Post Holdings, Inc. (“Post”) of New BellRing Common Stock contemplated by the Transaction Agreement and Plan of Merger, dated as of October 26,2021, as amended on February 28, 2022, among BellRing Brands, Inc. (“BellRing”), Post, New BellRing and BellRing Merger Sub Corporation, as described in this Registration Statement.

(2) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(f)(2) under the Securities Act of 1933, as amended, based on the book value (computed as of March 8, 2022, the most recent date for which such information is available) of the shares of Class A common stock, par value $0.01 per share, of BellRing.

(3) The Registrant previously registered securities having a proposed maximum aggregate offering price of $2,023,751,148.48 on its Registration Statement on Form S-4 and Form S-1 (File No. 333-261873), which was declared effective by the Securities and Exchange Commission on February 3, 2022. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $3,349.28 is hereby registered. A total of $189,845.43 was previously paid by New BellRing in connection with the filing of the Registration Statement on Form S-4 and Form S-1 on December 23, 2021 (File No. 333-261873) pursuant to Rule 457(f)(1), of which $187,602 was previously used to register 78,076,819 shares of New BellRing Common Stock pursuant to Rule 457(f)(2). Since the aggregate registration fees payable in connection with the transaction, including the additional shares registered herewith have previously been paid, no additional filing fee is paid herewith.

Carry Forward Securities

N/A

Table 2: Fee Offset Claims and Sources

Rule 457(b) and 0-11(a)(2)

Registrant or Filer Name

Form or Filing Type

File Number

Initial Filing Date

Filing Date

Fee Offset Claimed

Security Type Associated with Fee Offset Claimed

Security Title Associated with Fee Offset Claimed

Unsold Securities Associated with Fee Offset Claimed

Unsold Aggregate Offering Amount Associated with Fee Offset Claimed

Fee Paid with Fee Offset Source

Fees Offset Claims

BellRing Distribution, LLC

Form S-1 and S-4

333-261873

December 23, 2021

$

0.31

Equity

Common stock, par value $0.01 per share

Fee Offset Sources

BellRing Distribution, LLC

Form S-1 and S-4

333-261873

March 10, 2022

Equity

Common stock, par value $0.01 per share

$

0.31

Rule 457(p)

N/A

Table 3: Combined Prospectuses

N/A