Core Viewpoint - Robbins Geller Rudman & Dowd LLP is investigating potential violations of U.S. federal securities laws involving BellRing Brands, Inc., focusing on whether the company and its executives made false or misleading statements or failed to disclose material information to investors [1] Company Overview - BellRing Brands is a consumer packaged goods holding company that offers ready-to-drink protein shakes, other ready-to-drink beverages, protein powders, nutrition bars, and other products primarily under the Premier Protein and Dymatize brands [3] Recent Developments - On May 6, 2025, during its second quarter earnings call, BellRing Brands disclosed that certain customers were optimizing their inventories, which would slow sales growth in the third quarter to low-single-digits. Following this announcement, the company's stock price fell by nearly 19% [4] - On August 4, 2025, BellRing Brands reported that its net earnings for the third quarter of 2025 had decreased by more than 71% compared to the same period the previous year. The company also noted that gross profit and adjusted gross profit were affected by net input cost inflation and increased promotional activity, leading to a further decline in stock price of more than 32% [5]

Transaction Overview - The enterprise value of the transaction is $856 million, representing a multiple of 116x CY'17E EBITDA of $74 million[35] - The selling shareholders will receive $628 million in cash consideration and approximately 10 million rollover shares at $1000 per share at closing[35] - A common stock private placement will occur in the amount of 10 million shares at $1000 per share, totaling $100 million[35] Atkins Business & Financials - Atkins is estimated to have calendar year 2017E net sales of $411 million and EBITDA of $74 million[21] - The Atkins brand has approximately $600 million in retail sales[22] - Atkins U S snacking point-of-sale takeaway growth has had a compound annual growth rate of 16% from 2008 to 2016[27] - Atkins has attractive margins, with a gross margin of approximately 47% and an EBITDA margin of approximately 18%[25] Market Position & Growth Strategy - Atkins holds a leadership position in its section of the store, with approximately 40% share-of-shelf[25] - The company sees an opportunity to expand its target audience by 4x[25] - Atkins is the category leader in total nutritional snacking with 117% market share[45]