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): March 2, 2010
TREEHOUSE FOODS, INC.
(Exact Name of Registrant as Specified in Charter)
Commission File Number: 001-32504
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| Delaware
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20-2311383 |
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| (State or Other Jurisdiction of Incorporation)
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(IRS Employer Identification No.) |
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Two Westbrook Corporate Center
Suite 1070
Westchester, IL
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60154 |
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(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 March 2, 2010, TreeHouse Foods, Inc. (the “Company”) completed its offering of $400 million
in aggregate principal amount of 7.750% senior notes due 2018 (the “Notes”). The Company issued
the Notes pursuant to an Indenture, dated March 2, 2010 (the “Base Indenture”), between the
Company, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as
trustee, as supplemented by a First Supplemental Indenture, dated March 2, 2010 (the “First
Supplemental Indenture”), among the Company, the subsidiary guarantors party thereto (the “Initial
Guarantors”) and the Trustee. In addition, on March 2, 2010, following the completion of the
Company’s acquisition of all of the issued and outstanding capital stock of Sturm Foods, Inc.
(“Sturm” and together with the Initial Guarantors, the “Guarantors”), the Company entered into a
Second Supplemental Indenture, dated March 2, 2010 (the “Second Supplemental Indenture” and
together with the Base Indenture and the First Supplemental Indenture, the “Indenture”), pursuant
to which Sturm became an additional guarantor of the Notes, with the
same force and effect as if Sturm
were initially named as a guarantor under the Indenture.
The Indenture provides, among other things, that the Notes will be senior unsecured
obligations of the Company. Interest is payable on the Notes on March 1 and September 1 of each
year, beginning September 1, 2010. The Notes will mature on March 1, 2018.
The Company may redeem some or all of the Notes at any time prior to March 1, 2014 at a price
equal to 100% of the principal amount of the Notes redeemed plus an applicable “make-whole”
premium. On or after March 1, 2014, the Company may redeem some or all of the Notes at redemption
prices set forth in the First Supplemental Indenture. In addition, at any time prior to March 1,
2013, the Company may redeem up to 35% of the Notes at a redemption price of 107.775% of the
principal amount of the Notes redeemed with the net cash proceeds of certain equity offerings.
Subject to certain limitations, in the event of a change of control of the Company, the
Company will be required to make an offer to purchase the Notes at a purchase price equal to 101%
of the principal amount of the Notes, plus accrued and unpaid interest.
The Company’s payment obligations under the Notes are fully and unconditionally guaranteed on
a senior unsecured basis by the Guarantors and future domestic subsidiaries, other than certain
excluded subsidiaries and unrestricted subsidiaries. The Notes are not guaranteed by any of the
Company’s foreign subsidiaries.
The Indenture contains restrictive covenants that, among other things, limit the ability of
the Company and the Guarantors to: (i) pay dividends or make other restricted payments, (ii) make
certain investments, (iii) incur additional indebtedness or issue preferred stock, (iv) create
liens, (v) allow restrictions on the ability of certain of its subsidiaries to pay dividends or
make other payments to the Company or the Guarantors, (vi) merge or consolidate with other entities
or sell substantially all of its assets, (vii) enter into transactions with affiliates and (viii)
engage in certain sale and leaseback transactions. The foregoing limitations are subject to
exceptions as set forth in the First Supplemental Indenture. In addition, if in the future the
Notes have an investment grade credit rating by both Moody’s Investors Services, Inc. and Standard
& Poor’s Ratings Services, certain of these covenants will, thereafter, no longer apply to the
Notes for so long as the Notes are rated investment grade by the two rating agencies.
The Indenture provides for customary events of default that include, among other things
(subject in certain cases to customary grace and cure periods): (i) non-payment of principal or
interest; (ii) breach of certain covenants contained in the Indenture or the Notes, (iii) defaults
in failure to pay certain other indebtedness or the acceleration of certain other indebtedness
prior to maturity, (iv) the failure to pay certain final judgments, (v) the failure of certain
guarantees to be enforceable and (vi) certain events of bankruptcy or insolvency. Generally, if an
event of default occurs (subject to certain exceptions), the Trustee or the holders of at least 25%
in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and
payable immediately.
The Base Indenture, First Supplemental Indenture and Second Supplemental Indenture are filed
as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and are incorporated
by reference herein. The above description of the material terms of the Indenture does not purport
to be complete and is qualified in its entirety by reference to Exhibits 4.1, 4.2 and 4.3.
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Item 2.01 Completion of Acquisition of Disposition of Assets.
On March 2, 2010, the Company announced that it had completed the acquisition of all of the
issued and outstanding capital stock of Sturm. The Company’s press release announcing the closing of the
acquisition is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
The Company completed the acquisition pursuant to a Stock Purchase Agreement, dated as of
December 20, 2009, among the Company, Sturm and all of Sturm’s shareholders immediately prior to
the closing, including HMSF, L.P., an affiliate of HM Capital Partners LLC, for a purchase price of
$660 million, excluding adjustments for working capital and other items.
The Company financed the acquisition, in part, through the closing of its previously announced
offerings of the Notes and shares of its common stock. The Company financed the remainder of the
purchase price under its existing senior credit facility.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated
by reference herein.
Item 9.01. Financial Statements and Exhibits
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Financial Statements of Businesses Acquired. |
In connection with the acquisition of Sturm, the Company previously filed Sturm’s (i) audited
balance sheets as of March 31, 2009 and 2008, and the related statements of income, stockholders’
deficit and cash flows for the years then ended and (ii) unaudited balance sheets as of March 31,
2009 and December 31, 2009, and the statements of income and cash flows for the nine-month periods
ended December 31, 2009 and December 31, 2008, which are included as Exhibits 99.2 and 99.3,
respectively, to this Current Report on Form 8-K and incorporated
herein by reference.
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Pro Forma Financial Information. |
In connection with the acquisition of Sturm, the Company previously filed the unaudited pro
forma condensed combined balance sheet as of December 31, 2009 and unaudited pro forma condensed
combined income statement for the year ended December 31, 2009, which are included as Exhibit 99.4
to this Current Report on Form 8-K and incorporated herein by reference.
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Description |
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4.1 |
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Indenture, dated March 2, 2010, among the Company, the subsidiary guarantors party
thereto and the Trustee. |
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4.2 |
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First Supplemental Indenture, dated March 2, 2010, among the Company, the subsidiary
guarantors party thereto and the Trustee. |
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4.3 |
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Second Supplemental Indenture, dated March 2, 2010, among the Company, the subsidiary
guarantors party thereto and the Trustee. |
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99.1 |
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Press Release, dated March 2, 2010, announcing the closing of the acquisition of Sturm. |
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99.2 |
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Sturm Foods, Inc. audited balance sheets as of March 31, 2009 and 2008, and the
related statements of income, stockholders’ deficit and cash flows for the years then
ended (incorporated by reference to the Company’s Current Report on Form 8-K filed
with the Securities and Exchange Commission on February 16, 2010). |
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