Davis Polk & Wardwell advised Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc. as initial purchasers on the Rule 144A and Regulation S offering of $664.5 million aggregate principal amount of Ralcorp Holdings, Inc.’s senior fixed- and floating-rate notes and in the related debt-for-debt exchange.

The notes were initially issued by a subsidiary of Kraft in connection with the merger of its Post cereals business into Ralcorp, in a Reverse Morris Trust transaction, and were then transferred by Kraft to Deutsche Bank and J.P. Morgan in exchange for Kraft debt held by them, which Kraft then retired. Ralcorp assumed all obligations under the notes as consideration in the merger.

Ralcorp is a manufacturer of store brand (private label) food products in the grocery, mass merchandise, drug and foodservice channels. The Post cereals business is the third-largest seller of ready-to-eat cereals in the United States.

The corporate team included partner Michael Kaplan, associates Michael Segall and Fiona Watson and summer associate Adam J. Gelardi. Partner Harry Ballan and associate Neil Weinberg provided tax advice. The environmental team included counsel Betty Moy Huber and associates Heather Daly and Wendy Chong (not yet admitted). Maxwell Sandgrund was the legal assistant on the transaction. All members of the Davis Polk team work in the New York office.