Post Holdings Inc

Previous wording

In May and June 2021, we and Post Holdings Partnering Corporation, a special purpose acquisition company (“PHPC”), consummated the initial public offering of 34.5 million units of PHPC (the “PHPC Units” and such transaction, the “PHPC IPO”), of which our wholly-owned subsidiary (“PHPC Sponsor”) purchased 4.0 million PHPC Units. Each PHPC Unit consisted of one share of Series A common stock of PHPC (“PHPC Series A Common Stock”) and one-third of one redeemable warrant to purchase one share of PHPC Series A Common Stock at an exercise price of $11.50 per share (the “PHPC Warrants”). The PHPC Units were sold at a price of $10.00 per PHPC Unit, generating gross proceeds to PHPC of $345.0 million. Under the terms of the PHPC IPO, PHPC was required to consummate a partnering transaction by May 28, 2023, which could have been extended to August 28, 2023 in certain circumstances (the “Combination Period”).

Current wording

In May and June 2021, we and Post Holdings Partnering Corporation (“PHPC”), a special purpose acquisition company, consummated the initial public offering of 34.5 million units of PHPC (the “PHPC Units” and such transaction, the “PHPC IPO”), of which our wholly-owned subsidiary (“PHPC Sponsor”) purchased 4.0 million PHPC Units. Each PHPC Unit consisted of one share of Series A common stock of PHPC (“PHPC Series A Common Stock”) and one-third of one redeemable warrant to purchase one share of PHPC Series A Common Stock at an exercise price of $11.50 per share (the “PHPC Warrants”). The PHPC Units were sold at a price of $10.00 per PHPC Unit, generating gross proceeds to PHPC of $345.0 million. Under the terms of the PHPC IPO, PHPC was required to consummate a partnering transaction by May 28, 2023, which could have been extended to August 28, 2023 in certain circumstances (the “Combination Period”).

Previous wording

•inflationary pressures on input costs across all segments of our business. During fiscal 2023, input cost inflation put downward pressures on our profit margins, which we largely mitigated through pricing actions across all segments, cost savings measures and hedging programs. During the first quarter of fiscal 2024, inflationary pressures on certain input costs have eased, while other input costs have continued to face inflationary pressures, and we expect this trend to continue during fiscal 2024;

Current wording

•inflationary pressures on input costs across all segments of our business. During fiscal 2023, input cost inflation put downward pressures on our profit margins, which we largely mitigated through pricing actions across all segments, cost savings measures and hedging programs. During the first half of fiscal 2024, inflationary pressures on certain input costs have eased, while other input costs have continued to face inflationary pressures, and we expect this trend to continue during the remainder of fiscal 2024; and

Previous wording

•outbreaks of avian influenza, which impacted our Foodservice and Refrigerated Retail segments. During fiscal 2023, we incurred increased costs as a result of outbreaks, which were mitigated through management of volume needs with customers and pricing actions. During the first quarter of fiscal 2024, we experienced additional outbreaks of avian influenza; however, the impact to our results of operations during the three months ended December 31, 2023 were not material. The impact from these outbreaks, or further outbreaks in the future, could have a materially adverse impact on our results of operations if we are unable to mitigate the impact on our businesses; and

Current wording

•outbreaks of avian influenza, which impacted our Foodservice and Refrigerated Retail segments. During fiscal 2023, we incurred increased costs as a result of outbreaks, which were mitigated through management of volume needs with customers and pricing actions. During the first quarter of fiscal 2024, we experienced additional outbreaks of avian influenza; however, the impact to our results of operations during the three and six months ended March 31, 2024 were not material. The impact from these outbreaks, or further outbreaks in the future, could have a materially adverse impact on our results of operations if we are unable to mitigate the impact on our businesses.

Previous wording

Net sales increased $399.6 million, or 26%, during the three months ended December 31, 2023, when compared to the prior year period, as a result of higher net sales in our Post Consumer Brands and Weetabix segments, partially offset by lower net sales within our Foodservice and Refrigerated Retail segments. For further discussion, refer to “Segment Results” within this section.

Current wording

Net sales increased $379.1 million, or 23%, during the three months ended March 31, 2024, when compared to the prior year period, as a result of higher net sales in our Post Consumer Brands and Weetabix segments, partially offset by lower net sales within our Foodservice and Refrigerated Retail segments.

Previous wording

Operating profit increased $59.4 million, or 40%, during the three months ended December 31, 2023, when compared to the prior year period, primarily driven by higher segment profit within our Post Consumer Brands and Refrigerated Retail segments, partially offset by higher general corporate expenses and lower segment profit within our Foodservice segment. For further discussion, refer to “Segment Results” within this section.

Current wording

Operating profit increased $52.4 million, or 38%, during the three months ended March 31, 2024, when compared to the prior year period, primarily driven by higher segment profit within our Post Consumer Brands and Refrigerated Retail segments, partially offset by lower segment profit within our Foodservice and Weetabix segments and higher general corporate expenses.

Previous wording

Interest expense, net increased $12.2 million, or 19%, during the three months ended December 31, 2023, when compared to the prior year period. This increase was driven by a higher weighted-average interest rate compared to the prior year period, higher average outstanding principal amounts of debt and lower interest income. Our weighted-average interest rate on our total outstanding debt was 5.1% and 4.8% for the three months ended December 31, 2023 and 2022, respectively. For additional information on our debt, refer to Note 14 within “Notes to Condensed Consolidated Financial Statements.”

Current wording

Interest expense, net increased $16.2 million, or 25%, during the three months ended March 31, 2024, when compared to the prior year period. This increase was driven by lower interest income, higher average outstanding principal amounts of debt and a higher weighted-average interest rate compared to the prior year period. Our weighted-average interest rate on our total outstanding debt was 5.1% and 4.8% for the three months ended March 31, 2024 and 2023, respectively.

Previous wording

Gain on Extinguishment of Debt, Net

Current wording

Loss (Gain) on Extinguishment of Debt, Net

Previous wording

During the three months ended December 31, 2023, we recognized a net gain of $3.1 million related to the partial repurchase of our 4.50% senior notes. The net gain included debt discounts received of $3.3 million, partially offset by the write-off of debt issuance costs of $0.2 million.

Current wording

During the three months ended March 31, 2023, we recognized a net gain of $6.1 million related to the partial repurchase of our 4.50% senior notes. The net gain included debt discounts received of $6.5 million, partially offset by the write-off of debt issuance costs of $0.4 million.

Previous wording

During the three months ended December 31, 2022, we recognized a net gain of $8.7 million primarily related to the partial repurchase of our 4.50% senior notes. The net gain included debt discounts received of $10.4 million, partially offset by the write-off of debt issuance costs of $0.6 million related to our 4.50% senior notes and the write-off of debt issuance costs of $1.1 million related to an incremental term loan under our Credit Agreement (as defined in “Liquidity and Capital Resources” within this section) pursuant to Joinder Agreement No. 3 (the “Third Incremental Term Loan”).

Current wording

During the six months ended March 31, 2023, we recognized a net gain of $14.8 million primarily related to the partial repurchase of our 4.50% senior notes. The net gain included debt discounts received of $16.9 million, partially offset by the write-off of debt issuance costs of $1.0 million related to our 4.50% senior notes and the write-off of debt issuance costs of $1.1 million related to an incremental term loan under our Credit Agreement (as defined in “Liquidity and Capital Resources” within this section) pursuant to Joinder Agreement No. 3 (the “Third Incremental Term Loan”).

Previous wording

During the three months ended December 31, 2023 and 2022, we recognized expense (income) on swaps, net of $21.1 million and $(12.3) million, respectively, related to mark-to-market adjustments on our interest rate swaps.

Current wording

During the three and six months ended March 31, 2024, we recognized (income) expense on swaps, net of $(13.3) million and $7.8 million, respectively, related to mark-to-market adjustments on our interest rate swaps.

Previous wording

Net sales for the Post Consumer Brands segment increased $433.9 million, or 78%, for the three months ended December 31, 2023, when compared to the prior year period. The increase in net sales was primarily driven by the inclusion of three months of Pet Food net sales of $407.1 million and one month of Perfection net sales of $19.5 million. In addition to these impacts, average net selling prices increased primarily due to the annualization of prior year price increases taken to mitigate inflation. Excluding Pet Food and Perfection, volumes declined 7% primarily driven by decreases in branded and non-retail cereal and peanut butter.

Current wording

Net sales for the Post Consumer Brands segment increased $900.3 million, or 78%, for the six months ended March 31, 2024, when compared to the prior year period. The increase in net sales was primarily driven by the inclusion of six months of Pet Food net sales of $802.7 million and four months of Perfection net sales of $84.6 million. In addition to these impacts, average net selling prices increased primarily due to the annualization of prior year price increases taken to mitigate inflation. Excluding Pet Food and Perfection, volumes declined 5% primarily driven by decreases in branded and non-retail cereal and peanut butter.

Previous wording

Segment profit for the three months ended December 31, 2023 increased $53.4 million, or 67%, when compared to the prior year period. The increase in segment profit was primarily driven by higher net sales, as previously discussed, partially offset by higher product costs. The increase in product costs was primarily driven by the inclusion of three months of incremental costs attributable to Pet Food of $297.3 million and one month of incremental costs attributable to Perfection of $17.5 million, higher manufacturing costs of $13.4 million and higher raw material costs of $4.2 million, partially offset by lower freight costs of $7.1 million. In addition, warehousing costs, advertising and consumer spending and amortization expense increased compared to the prior year, primarily due to the inclusion of three months of Pet Food expenses.

Current wording

Segment profit for the six months ended March 31, 2024 increased $117.6 million, or 76%, when compared to the prior year period. The increase in segment profit was primarily driven by higher net sales, as previously discussed, partially offset by higher product costs. The increase in product costs was primarily driven by the inclusion of six months of incremental costs attributable to Pet Food of $574.1 million and four months of incremental costs attributable to Perfection of $72.2 million, higher manufacturing costs of $10.0 million and higher raw material costs of $6.7 million, partially offset by lower freight costs of $16.7 million. In addition, warehousing costs, advertising and consumer spending and amortization expense increased compared to the prior year period, primarily due to the inclusion of six months of Pet Food results and four months of Perfection results.

Previous wording

Net sales for the Weetabix segment increased $11.0 million, or 9%, for the three months ended December 31, 2023, when compared to the prior year period. The increase in net sales was primarily driven by a favorable foreign currency exchange impact of $6.9 million and the inclusion of one month of Deeside net sales of$2.3 million. In addition to these impacts, average net selling prices increased primarily due to the annualization of prior year price increases, partially offset by a shift in product mix towards private label products. Excluding Deeside, volumes declined 2% primarily driven by decreases in branded product volumes.

Current wording

Net sales for the Weetabix segment increased $24.1 million, or 10%, for the six months ended March 31, 2024, when compared to the prior year period. The increase in net sales was primarily driven by a favorable foreign currency exchange impact of $12.4 million and the inclusion of four months of Deeside net sales of$9.5 million. In addition to these impacts, average net selling prices increased primarily due to the annualization of prior year price increases, partially offset by a shift in product mix towards private label products. Excluding Deeside, volumes were flat compared to the prior year period.

Previous wording

Segment profit for the three months ended December 31, 2023 decreased $0.5 million, or 2%, when compared to the prior year period. This decrease was primarily driven by higher manufacturing costs of $1.9 million, partially offset by higher net sales, as previously discussed, and a favorable foreign currency exchange impact of $1.2 million.

Current wording

Segment profit for the six months ended March 31, 2024 decreased $1.8 million, or 4%, when compared to the prior year period. This decrease was primarily driven by higher manufacturing costs of $2.9 million and higher advertising and consumer spending of $1.5 million, partially offset by higher net sales, as previously discussed, and a favorable foreign currency exchange impact of $1.9 million.

Previous wording

Net sales for the Foodservice segment decreased $33.4 million, or 6%, for the three months ended December 31, 2023, when compared to the prior year period. Egg product sales were down $35.2 million, or 7%, driven by lower average net selling prices due to the pass-through of lower grain and egg market prices. Egg volumes increased 4% primarily due to increased service levels, which drove distribution gains in the foodservice and food ingredient channels. Sales of side dishes were up $4.1 million, or 6%, driven by the annualization of prior year price increases taken to mitigate inflation and volume increases of 3% as a result of distribution gains. Sales of other products were down $2.3 million.

Current wording

Net sales for the Foodservice segment decreased $111.8 million, or 9%, for the six months ended March 31, 2024, when compared to the prior year period. Egg product sales were down $113.6 million, or 11%, on flat volumes, driven by lower average net selling prices due to the pass-through of lower grain and egg market prices, partially offset by favorable product mix. Sales of side dishes were up $5.0 million, or 4%, driven by the annualization of prior year price increases taken to mitigate inflation and volume increases of 2% as a result of distribution gains. Sales of other products were down $3.2 million.

Previous wording

Segment profit for the three months ended December 31, 2023 decreased $3.4 million, or 4%, when compared to the prior year period, driven by lower net sales, as previously discussed, and higher manufacturing costs of $8.5 million. These negative impacts were partially offset by lower raw material costs of $51.8 million, primarily due to favorable grain and egg market prices compared to the prior year period, and lower freight costs of $9.4 million.

Current wording

Segment profit for the three months ended March 31, 2024 decreased $13.6 million, or 17%, when compared to the prior year period, driven by lower net sales, as previously discussed, and higher manufacturing costs of $12.6 million. These negative impacts were partially offset by lower raw material costs of $68.6 million, primarily due to favorable grain and egg market prices compared to the prior year period, and lower freight costs of $5.2 million.

Previous wording

Net sales for the Refrigerated Retail segment decreased $12.1 million, or 4%, for the three months ended December 31, 2023, when compared to the prior year period. Egg product sales were down $10.7 million, or 22%, driven by decreased average net selling prices due to unfavorable product mix and volume decreases of 10% as a result of distribution losses. Cheese and other dairy product sales decreased $4.6 million, or 9%, on 10% lower volumes, driven by distribution losses. Sausage sales decreased $1.9 million, or 4%, with volume up 1%, due to increased promotional spending. Sales of side dishes increased $7.6 million, or 6%, on flat volumes, primarily driven by higher average net selling prices due to the annualization of prior year price increases taken to mitigate input cost inflation, partially offset by higher promotional spending. Sales of all other products were down $2.5 million driven by the exit of certain low-margin products.

Current wording

Net sales for the Refrigerated Retail segment decreased $34.4 million, or 6%, for the six months ended March 31, 2024, when compared to the prior year period, primarily driven by distribution losses in egg and cheese and other dairy product volumes. Egg product sales were down $24.7 million, or 24%, driven by 14% lower volumes and lower average net selling prices due to unfavorable product mix and increased promotional spending. Cheese and other dairy product sales decreased $11.0 million, or 11%, on 10% lower volumes. Sausage sales decreased $0.7 million, or 1%, driven by lower average net selling prices due to unfavorable customer mix, partially offset by volume increases of 4% due to distribution gains. Sales of side dishes increased $6.9 million, or 3%, on flat volumes, primarily driven by higher average net selling prices due to the annualization of prior year price increases taken to mitigate input cost inflation, partially offset by increased promotional spending. Sales of all other products were down $4.9 million driven by the exit of certain low-margin products.

Previous wording

Segment profit for the three months ended December 31, 2023 increased $14.6 million, or 70%, when compared to the prior year period, driven by lower manufacturing costs of $10.4 million, favorable raw material costs of $5.5 million and lower freight costs of $2.1 million. These positive impacts were partially offset by lower net sales, as previously discussed, increased advertising and consumer spending of $1.1 million and higher warehousing and employee-related expenses.

Current wording

Segment profit for the six months ended March 31, 2024 increased $18.8 million, or 48%, when compared to the prior year period, driven by lower manufacturing costs of $14.9 million, lower raw material costs of $12.0 million and lower freight costs of $2.7 million. These positive impacts were partially offset by lower net sales, as previously discussed.

Previous wording

General corporate expenses and other increased $14.6 million, or 39%, for the three months ended December 31, 2023, when compared to the prior year period. This increase was driven byrestructuring and facility closure costs of $7.7 million related to our Post Consumer Brands segment, decreased net gains related to mark-to-market adjustments on equity securities of $9.3 million and higher employee-related expenses of $3.4 million. These negative impacts were partially offset by a gain on bargain purchase of$6.2 million related to our Deeside acquisition.

Current wording

General corporate expenses and other increased $16.4 million, or 19%, for the six months ended March 31, 2024, when compared to the prior year period. This increase was driven byrestructuring and facility closure costs (including accelerated depreciation) of $17.1 million primarily related to our Post Consumer Brands segment, decreased net gains related to mark-to-market adjustments on equity securities of $10.2 million and higher employee-related expenses of $5.8 million. These negative impacts were partially offset by decreased net losses related to mark-to-market adjustments on economic hedges of $13.2 million and a gain on bargain purchase of$6.2 million related to our Deeside acquisition.

Previous wording

We completed the following activities during the three months ended December 31, 2023 (for additional information, see Notes 14 and 17 within “Notes to Condensed Consolidated Financial Statements”) impacting our liquidity and capital resources:

Current wording

We completed the following activities during the six months ended March 31, 2024 (for additional information, see Notes 13 and 16 within “Notes to Condensed Consolidated Financial Statements”) impacting our liquidity and capital resources:

Previous wording

•$345.0 million borrowed under the revolving credit facility (the “Revolving Credit Facility”) under our second amended and restated credit agreement dated March 18, 2020 (the “Credit Agreement”);

Current wording

•entered into a third amendment to our second amended and restated credit agreement dated March 18, 2020 (the “Credit Agreement” and such amendment, the “Third Amendment”) which replaced our previous revolving credit facility in an aggregate principal amount of $750.0 million (the “Old Revolving Credit Facility”), with a new revolving credit facility in an aggregate principal amount of $1,000.0 million (the “New Revolving Credit Facility”), and extended the maturity date of the New Revolving Credit Facility to February 20, 2029, provided that certain criteria are met;

Previous wording

•$45.0 million repaid under our Revolving Credit Facility; and

Current wording

•$345.0 million repaid under our Revolving Credit Facility;

Previous wording

•$25.9 million principal value of our 4.50% senior notes repurchased at a discount of $3.3 million.

Current wording

•$51.1 million principal value of our 4.50% senior notes repurchased at a discount of$6.0 million;

Previous wording

•0.4 million shares of our common stock repurchased at an average share price of $84.28 per share and at a total cost, including broker’s commissions, of $36.7 million;

Current wording

•0.5 million shares of our common stock repurchased at an average share price of $87.23 per share and at a total cost, including broker’s commissions, of $44.8 million; and

Previous wording

Historically, we have generated and expect to continue to generate positive cash flows from operations. We believe our cash on hand, cash flows from operations and current and possible future credit facilities will be sufficient to satisfy our working capital requirements, purchase commitments, interest payments, research and development activities, capital expenditures, pension contributions and other financing requirements for the foreseeable future. We are currently not aware of any trends or demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, our liquidity increasing or decreasing in any material way that will impact meeting our capital needs during or beyond the next twelve months. Our ability to generate positive cash flows from operations is dependent on general economic conditions, competitive pressures and other business risk factors. We believe that we have sufficient liquidity and cash on hand to satisfy our cash needs. If we are unable to generate sufficient cash flows from operations, or are otherwise unable to comply with the terms of our credit facilities, we may be required to seek additional financing alternatives, which may require waivers under our Credit Agreement and our indentures governing our senior notes, in order to generate additional cash. There can be no assurance that we would be able to obtain additional financing or any such waivers on terms acceptable to us or at all. For additional information on our debt, refer to Note 14 within “Notes to Condensed Consolidated Financial Statements.”

Current wording

Historically, we have generated and expect to continue to generate positive cash flows from operations. We believe our cash on hand, cash flows from operations and current and possible future credit facilities will be sufficient to satisfy our working capital requirements, purchase commitments, interest payments, research and development activities, capital expenditures, pension contributions and benefit payments and other financing requirements for the foreseeable future. We are currently not aware of any existing trends or demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, our liquidity increasing or decreasing in any material way that will impact meeting our capital needs during or beyond the next twelve months. Our ability to generate positive cash flows from operations is dependent on general economic conditions, competitive pressures and other business risk factors. We believe that we have sufficient liquidity and cash on hand to satisfy our cash needs. If we are unable to generate sufficient cash flows from operations, or are otherwise unable to comply with the terms of our credit facilities, we may be required to seek additional financing alternatives, which may require waivers under our Credit Agreement and our indentures governing our senior notes, in order to generate additional cash. There can be no assurance that we would be able to obtain additional financing or any such waivers on terms acceptable to us or at all. For additional information on our debt, refer to Note 13 within “Notes to Condensed Consolidated Financial Statements.”

Previous wording

Our senior notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of our existing and subsequently acquired or organized domestic subsidiaries (other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries we designate as unrestricted subsidiaries, which include 8th Avenue and its subsidiaries). These guarantees are subject to release in certain circumstances.

Current wording

Our senior notes, other than our 6.25% senior notes, are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of our existing and subsequently acquired or organized domestic subsidiaries (other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries we designate as unrestricted subsidiaries, which include 8th Avenue and its subsidiaries). Our 6.25% senior notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by each of our existing and subsequently acquired or organized wholly-owned domestic subsidiaries that guarantee the Credit Agreement or certain of our other indebtedness (other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries we designate as unrestricted subsidiaries, which include 8th Avenue and its subsidiaries). These guarantees are subject to release in certain circumstances.

Previous wording

Cash provided by operating activities for the three months ended December 31, 2023 increased $76.1 million compared to the prior year period. This increase was primarily driven by cash inflows related to fluctuations in timing of purchases and payments of trade payables within our Post Consumer Brands and Foodservice segments, lapping larger inventory cash outflows in the prior year period within our Post Consumer Brands segment, lower tax payments of $10.6 million and lower net payments on our interest rate swaps of $3.9 million. These positive impacts were partially offset by increased receivables related to Pet Food and cash outflows related to higher interest payments of $7.4 million.

Current wording

Cash provided by operating activities for the six months ended March 31, 2024 increased $225.7 million compared to the prior year period. This increase was primarily driven by lapping inventory cash outflows in the prior year period within our Post Consumer Brands segment, cash inflows related to fluctuations in timing of purchases and payments of trade payables within our Post Consumer Brands and Refrigerated Retail segments, cash inflows related to fluctuations in timing of sales and collections of trade receivables at our Post Consumer Brands segment and increased net cash receipts on our interest rate swaps of $3.2 million. These positive impacts were partially offset by higher interest payments of $11.0 million and higher tax payments of $5.7 million.

Previous wording

Cash used in investing activities for the three months ended December 31, 2023 was $333.8 million, primarily driven by net cash payments of $252.7 million related to the Perfection and Deeside acquisitions and capital expenditures of $80.8 million. Capital expenditures in the period primarily related to ongoing projects in our Foodservice and Post Consumer Brands segments.

Current wording

Cash used in investing activities for the six months ended March 31, 2024 was $432.6 million, primarily driven by net cash payments of $252.7 million related to the Perfection and Deeside acquisitions and capital expenditures of $179.5 million. Capital expenditures in the period primarily related to ongoing projects in our Post Consumer Brands and Foodservice segments.

Previous wording

Cash used in investing activities for the three months ended December 31, 2022 was $53.0 million, primarily driven by capital expenditures of $52.3 million. Capital expenditures in the period primarily related to ongoing projects in our Foodservice and Post Consumer Brands segments.

Current wording

Cash used in investing activities for the six months ended March 31, 2023 was $134.0 million, primarily driven by capital expenditures of $132.9 million. Capital expenditures in the period primarily related to ongoing projects in our Foodservice and Post Consumer Brands segments.

Previous wording

Cash provided by financing activities for the three months ended December 31, 2023 was $206.3 million. We received proceeds of $345.0 million from borrowings under our Revolving Credit Facility. In addition, we repaid $25.9 million principal value of our 4.50% senior notes, net of $3.3 million of discounts, and repaid $45.0 million under our Revolving Credit Facility, which resulted in total net repayments of debt of $67.6 million. We paid $36.7 million, including broker’s commissions, for the repurchase of shares of our common stock.

Current wording

Cash provided by financing activities for the six months ended March 31, 2024 was $237.1 million. We received proceeds of$1,000.0 million from the issuance of our 6.25% senior notes and$645.0 million from borrowings under our Revolving Credit Facility. We redeemed $459.3 million principal value of our 5.75% senior notes, repaid $51.1 million principal value of our 4.50% senior notes (net of $6.0 million in discounts), repaid $400.0 million principal value of our Fourth Incremental Term Loan, repaid $345.0 million under our Revolving Credit Facility and repaid$1.1 million principal value of our municipal bonds, resulting in net repayments of debt of $1,250.5 million. We paid$50.0 million for a structured share repurchase contract and$44.8 million, including broker’s commissions, for the repurchase of shares of our common stock. In addition, we paid $19.9 million of debt issuance costs and deferred financing fees in connection with the issuance of our 6.25% senior notes and entry into the Third Amendment and $4.4 million of debt premiums related to the redemption of our 5.75% senior notes.

Previous wording

Cash used in financing activities for the three months ended December 31, 2022 was $28.3 million. We received proceeds of $130.0 million from our Third Incremental Term Loan, which was partially repaid through a debt-for-equity exchange of the remaining shares of BellRing Brands, Inc. (“BellRing”) common stock we held from our previous transactions related to the distribution of a portion of our interest in BellRing, and the remaining principal balance of $30.1 million was repaid using cash on hand. In addition, we repaid $71.0 million principal value of our 4.50% senior notes, net of a $10.4 million discount. We paid $1.1 million in debt issuance costs in connection with our Third Incremental Term Loan. We paid $22.0 million, including broker’s commissions, for the repurchase of shares of our common stock and $16.3 million related to the termination of certain of our rate-lock interest rate swap contracts, which contained non-cash, off-market financing elements.

Current wording

Cash used in financing activities for the six months ended March 31, 2023 was $161.7 million. We received proceeds of $130.0 million from our Third Incremental Term Loan, which was partially repaid through a debt-for-equity exchange of the remaining shares of BellRing Brands, Inc. (“BellRing”) common stock we held from our previous transactions related to the distribution of a portion of our interest in BellRing, and the remaining principal balance of $30.1 million was repaid using cash on hand. In addition, we repaid $120.5 million principal value of our 4.50% senior notes, net of a $16.9 million discount, and $1.1 million principal value of our municipal bond, which resulted in total net repayments of debt of $134.8 million. We paid $83.7 million, including broker’s commissions, for the repurchase of shares of our common stock and $43.5 million related to the termination of certain of our rate-lock interest rate swap contracts, which contained non-cash, off-market financing elements.

Previous wording

Under the terms of our Credit Agreement, we are required to comply with a financial covenant consisting of a secured net leverage ratio (as defined in the Credit Agreement) not to exceed 4.25 to 1.00 measured as of the last day of any fiscal quarter if, as of the last day of such fiscal quarter, the aggregate outstanding amount of all revolving credit loans, swing line loans and letter of credit obligations (subject to certain exceptions specified in the Credit Agreement) exceeds 30% of our revolving credit commitments. In addition to the foregoing, under the terms of Joinder Agreement No. 4, so long as any principal or accrued interest remains outstanding with respect to the fourth incremental term loan under our Credit Agreement (the “Fourth

Current wording

Under the terms of our Credit Agreement, we are required to comply with a financial covenant consisting of a secured net leverage ratio (as defined in the Credit Agreement) not to exceed 4.25 to 1.00 measured as of the last day of any fiscal quarter if, as of the last day of such fiscal quarter, the aggregate outstanding amount of all revolving credit loans, swing line loans and letter of credit obligations (subject to certain exceptions specified in the Credit Agreement) exceeds 30% of our revolving credit commitments. As of March 31, 2024, we were in compliance with this financial covenant. We do not believe non-compliance is reasonably likely in the foreseeable future.