June 17, 2019
Darcy Horn Davenport
President and Chief Executive Officer
BellRing Brands, Inc.
2503 S. Hanley Road
St. Louis, MO 63144
Re: BellRing Brands, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted June 7, 2019
CIK No. 0001772016
Dear Ms. Davenport:
We have reviewed your amended draft registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, our references to prior comments are to
comments in our
May 3, 2019 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Unaudited Pro Forma Condensed Consolidated Financial Information, page 65
1. We note your response to prior comment 5 indicates that your obligations
under the tax
receivable agreement are expected to arise from future transactions but
not the formation
transactions. Please clarify whether such future transactions include
exchanges by Post of
its BellRing Brands, LLC Units and Class B common shares for Class A
common shares;
and quantify the amount you would need to pay if Post elected to
exchange all of its LLC
units and Class B shares contemporaneously with the IPO; also, the
amount you would
pay if you were required or elected to terminate the agreement early.
Please include
comparable disclosures within the notes to your financial statements in
future periodic
Darcy Horn Davenport
BellRing Brands, Inc.
June 17, 2019
Page 2
reports.
Financial Statements, page F-1
2. You will need to update the historical and pro forma financial
statements prior to the
effective date of your registration statement to comply with Rule 3-12
and Article 11 of
Regulation S-X.
Exhibits
3. We note your response to our prior comment 8. It appears based on your
disclosure in the
filing that BellRing Brands, LLC, the Company's subsidiary, will enter
into the Post
bridge loan agreement as a guarantor prior to the completion of the
offering. As such,
please file a copy of the Post bridge loan agreement as an exhibit.
You may contact John Cannarella, Staff Accountant, at 202-551-3337 or
Karl Hiller,
Accounting Branch Chief, at 202-551-3686 if you have questions regarding
comments on the
financial statements and related matters. Please contact Irene
Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Kevin Dougherty, Staff Attorney, at 202-551-3271
with any other
questions.
FirstName LastNameDarcy Horn Davenport Sincerely,
Comapany NameBellRing Brands, Inc.
Division of
Corporation Finance
June 17, 2019 Page 2 Office of Natural
Resources
FirstName LastName
