May 3, 2019
Darcy Horn Davenport
President and Chief Executive Officer
BellRing Brands, Inc.
2503 S. Hanley Road
St. Louis, MO 63144
Re: BellRing Brands, Inc.
Draft Registration Statement on Form S-1
Submitted April 5, 2019
CIK No. 0001772016
Dear Ms. Davenport:
We have reviewed your 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.
Form DRS filed April 5, 2019
Industry and Market Data , page iv
1. We note you make numerous statements regarding your industry and
competitive position,
citing either management's estimate or third party data (e.g., Nielsen
and IRI), with
reference to the period such data covers and the name of the third party
that prepared such
report. However, certain other disclosures do not provide such
information, and it is
unclear if such information is based on third party data or management's
estimate. For
example:
on page 4 that you operate in the $31.3 billion global convenient
nutrition category,
with the U.S. a $17.1 billion market;
on page 8 that Premier Protein maintains only a 4% share of shelf
space but is
Darcy Horn Davenport
FirstName LastNameDarcy Horn Davenport
BellRing Brands, Inc.
Comapany NameBellRing Brands, Inc.
May 3, 2019
Page 2
May 3, 2019 Page 2
FirstName LastName
generating 9% of the sales and some of the highest velocity rates
in the category in the
FDM channel;
on page 9 that the international convenient nutrition category is
expected to grow from
$14.2 billion in 2018 to $17.6 in 2021; and
on page 96 that Premier Protein powder offering is generating top
10% category
velocities in FDM in less than 12 months.
Please disclose your support for such statements. Please also provide
the date of and
entity that conducted the "third party" research you reference, such
as the third party
category studies referenced on page 3, 89 and 90 and the third party
research referenced in
the first paragraph on page 91.
Prospectus Summary, page 1
2. We note you use CAGR percentages here and throughout the prospectus.
At an
appropriate place in your filing, please explain how you calculate the
compound annual
growth rate ("CAGR") percentages you use in your prospectus. In
addition, please
disclose the material assumptions utilized by management to calculate
the CAGR
percentages shown in the chart on page 90 for the need state sizes of
the U.S. convenient
nutrition category.
Our Risks, page 10
3. Please revise the second bullet to disclose or reference to the recent
supply constraint for
your RTD protein shakes and its impact on your business during 2019.
Unaudited Pro Forma Condensed Consolidated Financial Information , page 64
4. We note that your pro forma balance sheet does not show a line for the
non-controlling
interest in Bellring Brands, LLC to be retained by Post Holdings, Inc.
We also note that
the redemption rights of the unit holders outlined on page 13 include
the possibility of
receiving cash in lieu of Class A common stock in a redemption
scenario. Please tell us
whether you plan to classify the non-controlling interest that will be
retained by Post
Holdings, Inc. outside of or as a component of permanent equity; and
explain how you
considered the unit holder's ability to opt for cash redemption via
its controlling interests
in applying the guidance in FASB ASC 480-10-S99-3A, including Example
2 in
paragraph 7, in formulating your view on classification.
5. The terms of the formation transactions and offering indicate that you
plan to consolidate
BellRing Brands, LLC, subject to an interest retained by Post
Holdings, Inc.; also that you
will be subject to corporate income taxes, and obligations under your
Tax Receivable
Agreement. However, there does not appear to be any pro forma
adjustments or pro
forma narratives related to (i) changes in tax basis due to this
reorganization or (ii)
obligations under the Tax Receivable Agreement. Please revise your pro
forma
information to address these items and quantify any contingent
liability.
Darcy Horn Davenport
BellRing Brands, Inc.
May 3, 2019
Page 3
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 77
6. Please revise your disclosure to discuss your material commitments for
capital
expenditures for fiscal year 2019. See Item 303(a)(2) of Regulation
S-K.
Business
Marketing, page 100
7. We note your disclosure on page 5 that as of March 2019, Dymatize has
more than one
million followers across Facebook and Instagram, growing more than 30%
over the last
twelve months. We also note your disclosure on pages 100 and 101
regarding other social
media metrics, such as visitors to your website, likes on Facebook,
fans through
influencer's social media channels, and impressions on all major
social media platforms.
Please provide support for these metrics, and explain how your
management uses this
information in managing your business. Also, please include disclosure
regarding the
limitations of such metrics, such as the potential for inflation due
to double-counting or
multiple counting, and disclose that investors should not place undue
emphasis or reliance
on such data given its limitations.
Exhibits
8. Please file copies of the Post bridge loan agreement and the
assignment and assumption
agreement you will enter into with Post or explain why they are not
required to be filed.
Refer to Item 601(b)(10) of Regulation S-K.
General
9. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
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 Accountant, at 202-551-3271
with any
other questions.
FirstName LastNameDarcy Horn Davenport Sincerely,
Comapany NameBellRing Brands, Inc.
Division of
Corporation Finance
May 3, 2019 Page 3 Office of
Natural Resources
FirstName LastName
