5,850,000 Shares Post Holdings, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 18th, 2015 • Post Holdings, Inc. • Grain mill products • New York
Post Holdings, Inc., a Missouri corporation (the “Company”), proposes to sell 5,850,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of 877,500 additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
8.00% SENIOR NOTES DUE 2025 INDENTURE Dated as of August 18, 2015 WELLS FARGO BANK, NATIONAL ASSOCIATION TrusteeSupplemental Indenture • August 18th, 2015 • Post Holdings, Inc. • Grain mill products • New York
INDENTURE dated as of August 18, 2015 among Post Holdings, Inc., a Missouri corporation, the Guarantors (as defined) and Wells Fargo Bank, National Association, a national banking association, as trustee.
