UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 19, 2010
TREEHOUSE FOODS, INC.
(Exact Name of Registrant as Specified in Charter)
Commission File Number: 001-32504
| |
|
|
| Delaware
|
|
20-2311383 |
|
|
|
|
| (State or Other Jurisdiction of Incorporation)
|
|
(IRS Employer Identification No.) |
| |
|
|
Two Westbrook Corporate Center
Suite 1070
Westchester, IL
|
|
60154 |
|
|
|
|
| (Address of Principal Executive Offices)
|
|
(Zip Code) |
Registrant’s telephone number, including area code: (708) 483-1300
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
| |
|
|
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| |
|
|
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| |
|
|
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
| |
|
|
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement
On February 19, 2010, TreeHouse Foods, Inc. (the “Company”) and certain of its domestic
subsidiaries (the “Subsidiary Guarantors”) entered into a purchase agreement (the “Note Purchase
Agreement”) with Banc of America Securities LLC and Wells Fargo Securities, LLC, as representatives
of the several underwriters named therein (the “Debt Underwriters”), relating to the issuance and
sale by the Company of $400 million in aggregate principal amount of 7.750% senior notes due 2018
(the “Notes”). The Notes were offered and sold pursuant to the Company’s automatic shelf
registration statement (Registration No. 333-164903) (the “Registration Statement”).
The Note Purchase Agreement includes customary representations, warranties and covenants by
the Company and the Subsidiary Guarantors. It also provides for customary indemnification by each
of the Company, the Subsidiary Guarantors and the Debt Underwriters against certain liabilities and
customary contribution provisions in respect of those liabilities.
Some of the Debt Underwriters or their affiliates have provided investment banking or
commercial banking services to the Company or its affiliates in the past and are likely to do so in
the future.
On
February 23, 2010, the Company
entered into a purchase agreement (the “Equity Purchase
Agreement,” and together with the Note Purchase Agreement, the “Purchase Agreements”) with Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated, as
representatives of the several underwriters named therein (the “Equity Underwriters”), relating to
the issuance and sale by the Company of 2,350,000 shares (the “Shares”) of the Company’s common
stock, par value $0.01 per share (the “Common Stock”), at a
price to the public of $43.00 per
share. The Company also granted to the Equity Underwriters the right to purchase up to an
additional 352,500 shares of Common Stock to cover any over-allotments, which right may be
exercised at any time within 30 days after the offering. The Shares were offered and sold pursuant
to the Company’s Registration Statement.
The Equity Purchase Agreement includes customary representations, warranties and covenants by
the Company. It also provides for customary indemnification by each of the Company and the Equity
Underwriters against certain liabilities and customary contribution provisions in respect of those
liabilities.
Some of the Equity Underwriters or their affiliates have provided investment banking or
commercial banking services to the Company or its affiliates in the past and are likely to do so in
the future.
The Company expects to use the net proceeds from the offerings of the Notes and the Shares to
fund, in part, the previously announced and pending acquisition of Sturm Foods, Inc.
The Note Purchase Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is
incorporated by reference herein. The Equity Purchase Agreement is filed as Exhibit 1.2 to this
Current Report on Form 8-K and is incorporated by reference herein. The above description of the
material terms of the Purchase Agreements does not purport to be complete and is qualified in its
entirety by reference to Exhibit 1.1 and Exhibit 1.2.
Item 7.01. Regulation FD Disclosure
On February 19, 2010, the Company announced that it priced the underwritten public offering of
Notes. The Company’s press release announcing the pricing of the offering is attached as Exhibit 99.1
to this Current Report and is incorporated herein by reference.
On February 22, 2010, the Company announced its intended underwritten public offering of Common Stock. The Company’s press release announcing the offering is
attached as Exhibit 99.2 to this Current Report and is incorporated herein by reference.
On February 24, 2010, the Company announced that it priced the underwritten public offering
of Common Stock. The Company’s press release announcing the pricing of the offering is attached as Exhibit 99.3 to this Current Report and is incorporated herein by
reference.
2