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| LEI | 5493007M7EVHE470Q576 |
| CIK | 1320695 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to TreeHouse Foods, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| July 31, 2025 |
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): July 31, 2025 TREEHOUSE FOODS, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or other jurisdiction of incorporat |
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| July 31, 2025 |
Exhibit 99.1 TreeHouse Foods, Inc. Reports Second Quarter 2025 Results Second Quarter Adjusted Net Sales & Adjusted EBITDA Exceed Guidance Range •Net sales were $798.0 million, and adjusted net sales1 were $801.4 million. •Net loss was $(2.9) million. •Adjusted EBITDA1 of $73.3 million. •The Company remains confident in its ability to achieve its 2025 guidance. Oak Brook, IL, July 31, 2025 — TreeH |
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| July 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 2025. or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-32504 TreeHouse |
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| July 31, 2025 |
List of Guarantor Subsidiaries. Exhibit 22 GUARANTOR SUBSIDIARIES OF TREEHOUSE FOODS, INC. The following subsidiaries of TreeHouse Foods, Inc. (the "Issuer") are guarantors of the Issuer's 2028 Notes: Name of Guarantor Subsidiary Jurisdiction of Formation 1 Bay Valley Foods, LLC Delaware 2 Cottage Bakery, Inc. California 3 Harris Tea Company LLC Delaware 4 Linette Quality Chocolates, Inc. Georgia 5 Pickles Manufacturing LLC Dela |
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| May 6, 2025 |
Amendment No. 1 to Third Amended and Restated Credit Agreement, dated March 14, 2025. Exhibit 10.2 Execution Version FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT This FIRST AMENDMENT to Third Amended and Restated Credit Agreement (this “Amendment”) is dated as of March 14, 2025 and is entered into by and among TREEHOUSE FOODS, INC., a Delaware corporation, as the Borrower (the “Borrower”), the Existing L/C Issuer party hereto, the Lenders party hereto (constitutin |
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| May 6, 2025 |
List of Guarantor Subsidiaries. Exhibit 22 GUARANTOR SUBSIDIARIES OF TREEHOUSE FOODS, INC. The following subsidiaries of TreeHouse Foods, Inc. (the "Issuer") are guarantors of the Issuer's 2028 Notes: Name of Guarantor Subsidiary Jurisdiction of Formation 1 Bay Valley Foods, LLC Delaware 2 Cottage Bakery, Inc. California 3 Harris Tea Company LLC Delaware 4 Linette Quality Chocolates, Inc. Georgia 5 Pickles Manufacturing LLC Dela |
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| May 6, 2025 |
Exhibit 99.1 TreeHouse Foods, Inc. Reports First Quarter 2025 Results First Quarter Adjusted EBITDA Exceeds Upper-End of Guidance Range Reiterates 2025 Outlook •Net sales were $792.0 million, and adjusted net sales1 were $796.0 million. •Net loss was $(31.8) million. •Adjusted EBITDA1 of $57.5 million. •Reaffirmed 2025 outlook of adjusted net sales of $3.34 to $3.40 billion, adjusted EBITDA of $34 |
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| May 6, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 6, 2025 TREEHOUSE FOODS, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or other jurisdiction of incorporatio |
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| May 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2025. or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-32504 TreeHous |
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| April 30, 2025 |
Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF TREEHOUSE FOODS, INC. TreeHouse Foods, Inc., a Delaware corporation (the “Corporation”), hereby certifies as follows: A.The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on January 25, 2005, under the name Dean Specialty Foods Holdings, Inc., and has been subsequently amen |
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| April 30, 2025 |
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): April 24, 2025 TREEHOUSE FOODS, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or other jurisdiction of incorpora |
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| April 10, 2025 |
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): April 10, 2025 TreeHouse Foods, Inc. (Exact name of registrant as specified in charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorpora |
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| April 10, 2025 |
Form of Separation and Transition Services Agreement by and among the Company and Scott Tassani Exhibit 10.1 SEPARATION AND TRANSITION AGREEMENT THIS SEPARATION AND TRANSITION AGREEMENT (this “Agreement”) is entered into by and between Jeffery Scott Tassani (“Executive”) and TreeHouse Foods, Inc., a Delaware corporation (together with any successor, the “Company”), effective as set forth herein. RECITALS WHEREAS, Executive has been employed by the Company as its Executive Vice President, Bus |
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| April 10, 2025 |
Exhibit 99.1 TreeHouse Foods Implements Planned Operational Enhancement Actions Company Provides Preliminary First Quarter 2025 Results of at least $792 million of Adjusted net sales and at least $52 million of Adjusted EBITDA1 Reaffirms 2025 Guidance OAK BROOK, Ill., April 10, 2025 - TreeHouse Foods, Inc. (NYSE: THS) (the “Company”), today announced that it is implementing planned actions to driv |
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| March 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted b |
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| March 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted b |
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| March 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant CHECK THE APPROPRIATE BOX: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted b |
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| February 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant CHECK THE APPROPRIATE BOX: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted b |
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| February 14, 2025 |
among the Company, the subsidiary guar Exhibit 4.8 Execution Version TREEHOUSE FOODS, INC., as Issuer THE GUARANTORS PARTY HERETO, as Guarantors AND COMPUTERSHARE TRUST COMPANY, N.A., as successor to WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 4.000% SENIOR NOTES DUE 2028 FOURTEENTH SUPPLEMENTAL INDENTURE DATED AS OF January 17, 2025 TO THE INDENTURE DATED AS OF March 2, 2010 This FOURTEENTH SUPPLEMENTAL INDENTURE, dated as of J |
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| February 14, 2025 |
TreeHouse Foods, Inc. Insider Trading Policy. Exhibit 19 INSIDER TRADING POLICY Scope of Policy Persons Covered. This Insider Trading Policy (this "Policy") applies to all directors, officers, associates, employees, agents and consultants of TreeHouse Foods, Inc. (the "Company") and any subsidiaries and affiliated companies. In this Policy, references to "you" include: •your family members who reside with you; •anyone else who lives in your h |
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| February 14, 2025 |
List of Subsidiaries of the Company. Exhibit 21.1 SUBSIDIARIES OF TREEHOUSE FOODS, INC. Name of Subsidiary Jurisdiction of Formation 1 Associated Brands Inc. Canada 2 Bay Valley Foods, LLC Delaware 3 BFG Canada Ltd. Canada 4 Cottage Bakery, Inc. California 5 EDS Holdings LLC Delaware 6 Linette Quality Chocolates, Inc. Georgia 7 Pickles Manufacturing LLC Delaware 8 Protenergy Holdings, Inc. Delaware 9 Protenergy Natural Foods Corp. Ca |
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| February 14, 2025 |
Exhibit 10.4 THIRD AMENDMENT TO THE TREEHOUSE FOODS, INC. EXECUTIVE DEFERRED COMPENSATION PLAN WHEREAS, TreeHouse Foods, Inc. (the “Company”) maintains the TreeHouse Foods, Inc. Executive Deferred Compensation Plan (the “Plan”) for the benefit of its eligible employees and the eligible employees of its affiliates; WHEREAS, the Company has determined that amendment of the Plan is necessary and desi |
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| February 14, 2025 |
TreeHouse Foods, Inc. 2024 Performance Unit Agreement Exhibit 10.18 TREEHOUSE FOODS, INC. 2024 PERFORMANCE UNIT AGREEMENT TreeHouse Foods, Inc., a Delaware corporation (the “Company”), is pleased to grant you this Performance Share Unit Award (the “Award”) under the TreeHouse Foods, Inc. Equity and Incentive Plan, as amended and restated effective April 27, 2023 (the “Plan”). This Award is subject to the terms and conditions as set forth in this Perf |
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| February 14, 2025 |
Exhibit 99.1 TreeHouse Foods, Inc. Reports Fourth Quarter and Full Year 2024 Results Fourth Quarter Net Sales and Adjusted EBITDA Met Guidance •TreeHouse delivered fiscal year 2024 results: ◦Net sales were $3,354.0 million ◦Net income from continuing operations of $26.9 million ◦Adjusted EBITDA1 was $337.4 million •Fourth quarter results included: ◦Net sales of $905.7 million ◦Net income from cont |
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| February 14, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 14, 2025 TREEHOUSE FOODS, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorp |
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| February 14, 2025 |
List of Guarantor Subsidiaries. Exhibit 22 GUARANTOR SUBSIDIARIES OF TREEHOUSE FOODS, INC. The following subsidiaries of TreeHouse Foods, Inc. (the "Issuer") are guarantors of the Issuer's 2028 Notes: Name of Guarantor Subsidiary Jurisdiction of Formation 1 Bay Valley Foods, LLC Delaware 2 Cottage Bakery, Inc. California 3 Linette Quality Chocolates, Inc. Georgia 4 Pickles Manufacturing LLC Delaware 5 Protenergy Holdings, Inc. D |
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| February 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number 001-32504 TreeHouse Foods |
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| February 14, 2025 |
omputershare Trust Company, N.A, as Exhibit 4.7 Execution Version TREEHOUSE FOODS, INC., as Issuer THE GUARANTORS PARTY HERETO, as Guarantors AND COMPUTERSHARE TRUST COMPANY, N.A., as Trustee 4.000% SENIOR NOTES DUE 2028 THIRTEENTH SUPPLEMENTAL INDENTURE DATED AS OF DECEMBER 5, 2022 TO THE INDENTURE DATED AS OF March 2, 2010 This THIRTEENTH SUPPLEMENTAL INDENTURE, dated as of December 5, 2022 (this “Supplemental Indenture”), is by a |
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| January 21, 2025 |
Execution Version US-DOCS\154985139.20 Deal CUSIP: 89468XAS4 Revolver CUSIP: 89468XAT2 Term A CUSIP: 89468XAU9 Term A-1 CUSIP: 89468XAV7 THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 17, 2025, among TREEHOUSE FOODS, INC. as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders and L/C Issuers Party Hereto Arranged By |
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| January 21, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): January 17, 2025 TreeHouse Foods, Inc. (Exact name of registrant as specified in charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorpo |
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| December 20, 2024 |
Financial Statements and Exhibits, Other Events 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): December 18, 2024 TreeHouse Foods, Inc. (Exact name of registrant as specified in charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorp |
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| December 20, 2024 |
IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS COUNTY DEPARTMENT, CHANCERY DIVISION SCOTT WELLS and CITY OF ANN ARBOR EMPLOYEES’ RETIREMENT SYSTEM, Derivatively on Behalf of TREEHOUSE FOODS, INC. |
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| December 20, 2024 |
IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS COUNTY DEPARTMENT, CHANCERY DIVISION Exhibit 99.2 IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS COUNTY DEPARTMENT, CHANCERY DIVISION SCOTT WELLS and CITY OF ANN ARBOR EMPLOYEES’ RETIREMENT SYSTEM, Derivatively on Behalf of TREEHOUSE FOODS, INC., Plaintiffs, vs. SAM K. REED, DENNIS F. RIORDAN, and CHRISTOPHER D. SLIVA, Defendants, -and- TREEHOUSE FOODS, INC., a Delaware Corporation, Nominal Defendant. Case Nos. 2016 CH 16359 and 2019 |
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| December 2, 2024 |
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): November 29, 2024 TreeHouse Foods, Inc. (Exact name of registrant as specified in charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorp |
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| December 2, 2024 |
Exhibit 99.1 TreeHouse Foods, Inc. Announces Acquisition of Private Brands Category Leader Harris Tea Reiterates 2024 Guidance Oak Brook, IL, December 2, 2024 — TreeHouse Foods, Inc. (NYSE: THS) ("the Company") today announced that it has signed a definitive agreement to acquire certain subsidiaries that operate the private brand tea business of Harris Freeman & Co, Inc. ("Harris Tea"), a leading |
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| November 13, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): November 13, 2024 TREEHOUSE FOODS, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or other jurisdiction of incorp |
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| November 13, 2024 |
TreeHouse Foods, Inc. Renews Share Repurchase Authorization Exhibit 99.1 TreeHouse Foods, Inc. Renews Share Repurchase Authorization Oak Brook, IL, November 13, 2024 — TreeHouse Foods, Inc. (NYSE: THS) announced today that its Board of Directors has approved a $400 million share repurchase authorization. This renewal maintains the existing annual cap of $150 million. The Company will repurchase shares opportunistically and the authorization is open ended. |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended September 30, 2024. or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-32504 Tree |
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| November 12, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 12, 2024 TREEHOUSE FOODS, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or other jurisdiction of incorp |
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| November 12, 2024 |
Exhibit 99.1 TreeHouse Foods, Inc. Reports Third Quarter 2024 Results Achieves Expected Supply Chain Savings Updates 2024 Outlook •Net sales were $839.1 million. Excluding the voluntary griddle product recall, adjusted net sales were $854.4 million. •Net loss from continuing operations was $(3.4) million. •Adjusted EBITDA1 of $102.5 million was within the Company's guidance range of $98 to $108 mi |
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| November 12, 2024 |
List of Guarantor Subsidiaries. Exhibit 22 GUARANTOR SUBSIDIARIES OF TREEHOUSE FOODS, INC. The following subsidiaries of TreeHouse Foods, Inc. (the "Issuer") are guarantors of the Issuer's 2028 Notes: Name of Guarantor Subsidiary Jurisdiction of Formation 1 Bay Valley Foods, LLC Delaware 2 Cottage Bakery, Inc. California 3 Linette Quality Chocolates, Inc. Georgia 4 Pickles Manufacturing LLC Delaware 5 Protenergy Holdings, Inc. D |
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| November 5, 2024 |
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): October 31, 2024 TreeHouse Foods, Inc. (Exact name of registrant as specified in charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorpo |
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| November 5, 2024 |
Exhibit 3.1 AMENDED AND RESTATED BY-LAWS OF TREEHOUSE FOODS, INC. ARTICLE I STOCKHOLDERS 1.1 Place of Meetings. All meetings of stockholders shall be held at such place, if any, as may be designated from time to time by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President or, if not so designated, at the principal executive office of the corporation. 1.2 |
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| August 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 2024. or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-32504 TreeHouse |
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| August 5, 2024 |
List of Guarantor Subsidiaries. Exhibit 22 GUARANTOR SUBSIDIARIES OF TREEHOUSE FOODS, INC. The following subsidiaries of TreeHouse Foods, Inc. (the "Issuer") are guarantors of the Issuer's 2028 Notes: Name of Guarantor Subsidiary Jurisdiction of Formation 1 Bay Valley Foods, LLC Delaware 2 Cottage Bakery, Inc. California 3 Linette Quality Chocolates, Inc. Georgia 4 Pickles Manufacturing LLC Delaware 5 Protenergy Holdings, Inc. D |
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| August 5, 2024 |
Exhibit 99.1 TreeHouse Foods, Inc. Reports Second Quarter 2024 Results Q2 Profit Exceeds Guidance Range Reaffirms 2024 Net Sales Outlook, Including 2H Volume Growth Narrows 2024 Adjusted EBITDA Range •Net sales of $788.5 million was above the mid-point of the Company's guidance range of $770 to $800 million. •Net loss from continuing operations was $(16.7) million. •Adjusted EBITDA1 of $70.6 milli |
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| August 5, 2024 |
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): August 5, 2024 TREEHOUSE FOODS, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or other jurisdiction of incorpora |
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| May 9, 2024 |
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): May 7, 2024 TreeHouse Foods, Inc. (Exact name of registrant as specified in charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorporatio |
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| May 9, 2024 |
Form of Separation and Release Agreement Exhibit 10.1 SEPARATION AND RELEASE AGREEMENT THIS SEPARATION and RELEASE AGREEMENT (“Agreement”) is entered by and between (“Employee”) and TreeHouse Foods, Inc., (together with its subsidiaries and affiliates, the “Company”). The Parties agree as follows: 1.Termination Date. Employee’s employment by the Company shall terminate effective (Employee’s “Effective Termination Date”). Except as specif |
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| May 6, 2024 |
List of Guarantor Subsidiaries. Exhibit 22 GUARANTOR SUBSIDIARIES OF TREEHOUSE FOODS, INC. The following subsidiaries of TreeHouse Foods, Inc. (the "Issuer") are guarantors of the Issuer's 2028 Notes: Name of Guarantor Subsidiary Jurisdiction of Formation 1 Bay Valley Foods, LLC Delaware 2 Cottage Bakery, Inc. California 3 Linette Quality Chocolates, Inc. Georgia 4 Pickles Manufacturing LLC Delaware 5 Protenergy Holdings, Inc. D |
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| May 6, 2024 |
Exhibit 10.1 TREEHOUSE FOODS, INC. 2024 PERFORMANCE UNIT AGREEMENT TreeHouse Foods, Inc., a Delaware corporation (the “Company”), is pleased to grant you this Performance Share Unit Award (the “Award”) under the TreeHouse Foods, Inc. Equity and Incentive Plan, as amended and restated effective April 27, 2023 (the “Plan”). This Award is subject to the terms and conditions as set forth in this Perfo |
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| May 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2024. or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-32504 TreeHous |
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| May 6, 2024 |
Exhibit 99.1 TreeHouse Foods, Inc. Reports First Quarter 2024 Results TreeHouse First Quarter Net Sales Exceed Guidance Range Reaffirms 2024 Annual Guidance •Net sales of $820.7 million exceeded the Company's guidance range of $780 to $810 million. •Net loss from continuing operations was $(11.7) million. •Adjusted EBITDA1 of $46.0 million was within the Company's guidance range of $45 to $55 mill |
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| May 6, 2024 |
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): May 6, 2024 TREEHOUSE FOODS, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or other jurisdiction of incorporatio |
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| April 30, 2024 |
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): April 25, 2024 TREEHOUSE FOODS, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or other jurisdiction of incorpora |
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| March 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted b |
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| March 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted b |
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| February 16, 2024 |
TreeHouse Foods, Inc. Executive Severance Plan, amended and restated as of April 26, 2017 Exhibit 10.5 TREEHOUSE FOODS, INC. EXECUTIVE SEVERANCE PLAN (As Amended and Restated as of April 26, 2017) WHEREAS, TreeHouse Foods, Inc. (the "Company") originally established the TreeHouse Foods, Inc. Executive Severance Plan, effective May l, 2006 (the '"Plan"), and amended and restated the Plan effective January 1, 2008, January 1, 2012, and February 21, 2014; WHEREAS, the Plan contains severa |
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| February 16, 2024 |
TreeHouse Foods, Inc. Reports Fourth Quarter and Full Year 2023 Results Exhibit 99.1 TreeHouse Foods, Inc. Reports Fourth Quarter and Full Year 2023 Results •TreeHouse delivered strong improvement in fiscal year 2023 results: ◦Net sales of $3,431.6 million increased by 4.1% versus the prior year ◦Net income from continuing operations of $59.0 million increased by $68.2 million versus the prior year ◦Adjusted EBITDA1 of $365.9 million increased by $74.2 million versus |
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| February 16, 2024 |
Description of TreeHouse Foods, Inc.'s Capital Stock EXHIBIT 4.7 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 DESCRIPTION OF CAPITAL STOCK The following description of TreeHouse Foods, Inc.’s (the “Company”) capital stock is based upon the Company’s Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”), the Company’s Amended and Restated By-Laws (“By-laws |
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| February 16, 2024 |
to the Company's Form 10-K filed with the Commission on February 1 Exhibit 97 TREEHOUSE FOODS, INC. CLAWBACK POLICY (As amended and restated effective October 2, 2023) Clawback Events 1.Restatement Clawback In the event that TreeHouse Foods, Inc. (the “Company”) is required to prepare an accounting restatement due to the Company’s material noncompliance with any financial reporting requirement under the federal securities laws, the Compensation Committee of the B |
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| February 16, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 16, 2024 TREEHOUSE FOODS, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorp |
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| February 16, 2024 |
Exhibit 10.2 FIRST AMENDMENT TO THE TREEHOUSE FOODS, INC. EXECUTIVE DEFERRED COMPENSATION PLAN WHEREAS, TreeHouse Foods, Inc. (the "Company") maintains the TreeHouse Foods, Inc. Executive Deferred Compensation Plan (the "Plan") for the benefit of its eligible employees and the eligible employees of its affiliates; WHEREAS, the Company has determined that amendment of the Plan is necessary and desi |
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| February 16, 2024 |
List of Subsidiaries of the Company. Exhibit 21.1 SUBSIDIARIES OF TREEHOUSE FOODS, INC. Name of Subsidiary Jurisdiction of Formation 1 Associated Brands Inc. Canada 2 Bay Valley Foods, LLC Delaware 3 BFG Canada Ltd. Canada 4 Cottage Bakery, Inc. California 5 EDS Holdings LLC Delaware 6 Linette Quality Chocolates, Inc. Georgia 7 Pickles Manufacturing LLC Delaware 8 Protenergy Holdings, Inc. Delaware 9 Protenergy Natural Foods Corp. Ca |
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| February 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number 001-32504 TreeHouse Foods |
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| February 16, 2024 |
List of Guarantor Subsidiaries. Exhibit 22 GUARANTOR SUBSIDIARIES OF TREEHOUSE FOODS, INC. The following subsidiaries of TreeHouse Foods, Inc. (the "Issuer") are guarantors of the Issuer's 2028 Notes: Name of Guarantor Subsidiary Jurisdiction of Formation 1 Bay Valley Foods, LLC Delaware 2 Cottage Bakery, Inc. California 3 Linette Quality Chocolates, Inc. Georgia 4 Pickles Manufacturing LLC Delaware 5 Protenergy Holdings, Inc. D |
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| February 16, 2024 |
Exhibit 10.3 SECOND AMENDMENT TO THE TREEHOUSE FOODS, INC. EXECUTIVE DEFERRED COMPENSATION PLAN WHEREAS, TreeHouse Foods, Inc. (the "Company") maintains the TreeHouse Foods, Inc. Executive Deferred Compensation Plan (the "Plan") for the benefit of its eligible employees and the eligible employees of its affiliates; WHEREAS, the Company has determined that amendment of the Plan is necessary and des |
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| February 13, 2024 |
THS / TreeHouse Foods, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv02106-treehousefoodsinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 14)* Name of issuer: TreeHouse Foods Inc Title of Class of Securities: Common Stock CUSIP Number: 89469A104 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to desig |
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| February 9, 2024 |
THS / TreeHouse Foods, Inc. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TreeHouse Foods Inc (Name of Issuer) Common Stock (Title of Class of Securities) 89469A104 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche |
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| February 2, 2024 |
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 2, 2024 TreeHouse Foods, Inc. (Exact name of registrant as specified in charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorpo |
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| December 22, 2023 |
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): December 19, 2023 TreeHouse Foods, Inc. (Exact name of registrant as specified in charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorp |
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| December 1, 2023 |
Form of Separation and Release Agreement Exhibit 10.1 SEPARATION AND RELEASE AGREEMENT THIS SEPARATION and RELEASE AGREEMENT (“Agreement”) is entered by and between (“Employee”) and TreeHouse Foods, Inc., (together with its subsidiaries and affiliates, the “Company”). The Parties agree as follows: 1.Termination Date. Employee’s employment by the Company shall terminate effective (Employee’s “Effective Termination Date”). Except as specif |
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| December 1, 2023 |
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): December 1, 2023 TreeHouse Foods, Inc. (Exact name of registrant as specified in charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorpo |
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| November 6, 2023 |
TREEHOUSE FOODS, INC. Supplemental Financial Information Exhibit 99.2 TREEHOUSE FOODS, INC. Supplemental Financial Information Overview On September 29, 2023, the Company completed the sale of the Company’s Snack Bars business (the "Snack Bars Business"). This transaction represents a component of the single plan of disposal from the Company’s strategic review process, which also resulted in the divestiture of a significant portion of the Meal Preparati |
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| November 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended September 30, 2023. or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-32504 Tree |
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| November 6, 2023 |
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): November 6, 2023 TREEHOUSE FOODS, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or other jurisdiction of incorpo |
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| November 6, 2023 |
List of Guarantor Subsidiaries. Exhibit 22 GUARANTOR SUBSIDIARIES OF TREEHOUSE FOODS, INC. The following subsidiaries of TreeHouse Foods, Inc. (the "Issuer") are guarantors of the Issuer's 2028 Notes: Name of Guarantor Subsidiary Jurisdiction of Formation 1 Bay Valley Foods, LLC Delaware 2 Cottage Bakery, Inc. California 3 Linette Quality Chocolates, Inc. Georgia 4 Pickles Manufacturing LLC Delaware 5 Protenergy Holdings, Inc. D |
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| November 6, 2023 |
TreeHouse Foods, Inc. Reports Third Quarter 2023 Results Exhibit 99.1 TreeHouse Foods, Inc. Reports Third Quarter 2023 Results •Net sales from continuing operations of $863.3 million increased by 3.6% versus the prior year; adjusted net sales1 including the divested Snack Bars business were $906.6 million, which compares to the Company's sales guidance range of $950 to $970 million. Adjusted net sales1 were adversely impacted by approximately $15 millio |
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| August 7, 2023 |
TreeHouse Foods, Inc. Reports Second Quarter 2023 Results Exhibit 99.1 TreeHouse Foods, Inc. Reports Second Quarter 2023 Results •Net sales of $843.6 million exceeded guidance expectations and increased by 4.1% versus the prior year. •Net income from continuing operations of $21.7 million compares to net loss from continuing operations of $(27.3) million in the prior year. Adjusted EBITDA1 from continuing operations of $76.4 million was at the high-end o |
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| August 7, 2023 |
Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 1 TO CREDIT AGREEMENT THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) dated as of April 4, 2023, among RUSHMORE INVESTMENT II LLC, a Delaware limited liability company (“Holdings”), RUSHMORE INVESTMENT III LLC, a Delaware limited liability company (the “Borrower”), the Term Lenders party hereto (constituting the Required Lenders) and TREEHOU |
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| August 7, 2023 |
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): August 7, 2023 TREEHOUSE FOODS, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or other jurisdiction of incorpora |
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| August 7, 2023 |
List of Guarantor Subsidiaries. Exhibit 22 GUARANTOR SUBSIDIARIES OF TREEHOUSE FOODS, INC. The following subsidiaries of TreeHouse Foods, Inc. (the "Issuer") are guarantors of the Issuer's 2028 Notes: Name of Guarantor Subsidiary Jurisdiction of Formation 1 Bay Valley Foods, LLC Delaware 2 Cottage Bakery, Inc. California 3 Linette Quality Chocolates, Inc. Georgia 4 Pickles Manufacturing LLC Delaware 5 Protenergy Holdings, Inc. D |
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| August 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 2023. or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-32504 TreeHouse |
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| June 13, 2023 |
Exhibit 99.1 NEWS RELEASE Contact: Investor Relations 708.483.1300 Ext 1331 TreeHouse Foods Details Strategy for Growth and Value Creation at 2023 Investor Day Highlights Company’s Focused Portfolio and Operating Model, Winning Capabilities and Depth, and Clear Pathway to Achieve Annual Growth Targets from 2024 through 2027 Reaffirms Second Quarter Guidance; Raises and Narrows Fiscal Year 2023 Adj |
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| June 13, 2023 |
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): June 13, 2023 TreeHouse Foods, Inc. (Exact name of registrant as specified in charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorporat |
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| June 2, 2023 |
EX-FILING FEES 4 exhibit1071filingfeetables.htm EX-107.1 Exhibit 107.1 Calculation of Filing Fee Tables FORM S-8 (Form Type) TREEHOUSE FOODS, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title (1) Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate |
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| June 2, 2023 |
As filed with the Securities and Exchange Commission on June 2, 2023 Registration No. |
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| May 30, 2023 |
of Incorporation of TreeHouse Foods Exhibit 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF TREEHOUSE FOODS, INC. TreeHouse Foods, Inc., a Delaware corporation (the “Corporation”), does hereby certify: 1. That Article SECOND of the Certificate of Incorporation of the Corporation (the “Certificate”) is hereby amended to read in its entirety as follows: SECOND: The address of the Corporation’s registered office in the |
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| May 30, 2023 |
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): May 26, 2023 TreeHouse Foods, Inc. (Exact name of registrant as specified in charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorporati |
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| May 30, 2023 |
Exhibit 3.2 RESTATED CERTIFICATE OF INCORPORATION OF TREEHOUSE FOODS, INC. TreeHouse Foods, Inc., a Delaware corporation (the “Corporation”), hereby certifies as follows: A. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on January 25, 2005, under the name Dean Specialty Foods Holdings, Inc., and has been subsequently ame |
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| May 30, 2023 |
Exhibit 3.3 AMENDED AND RESTATED BY-LAWS OF TREEHOUSE FOODS, INC. TABLE OF CONTENTS PAGE ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 2 1.6 Quorum 2 1.7 Adjournments 2 1.8 Voting and Proxies 2 1.9 Action at Meeting 2 1.10 Nomination of Directors 3 1.11 Notice of Business at Annual Meetings 4 1.12 Conduct of Me |
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| May 8, 2023 |
DIRECTORS Amended April 2023 Exhibit 10.3 TREEHOUSE FOODS, INC. BOARD OF DIRECTORS RESTRICTED STOCK UNIT AGREEMENT TreeHouse Foods, Inc., a Delaware corporation (the “Company”), is pleased to grant you this Restricted Stock Unit Award (the “Award”) under the TreeHouse Foods, Inc. Equity and Incentive Plan, as amended and restated effective April 27, 2023 (the “Plan”). This Award is subject to the |
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| May 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2023. or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-32504 TreeHous |
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| May 8, 2023 |
Exhibit 99.1 NEWS RELEASE Contact: Investor Relations 708.483.1300 Ext 1331 TreeHouse Foods, Inc. Reports First Quarter 2023 Results First Quarter Exceeds Expectations, Demonstrating Improved Execution Across More Focused Portfolio TreeHouse Reaffirms 2023 Net Sales and Adjusted EBITDA Guidance HIGHLIGHTS •Net sales of $894.8 million increased 15.8% compared to the same period in 2022. •Earnings ( |
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| May 8, 2023 |
TreeHouse Foods, Inc. 2023 Performance Unit Agreement. PERFORMANCE SHARE UNIT – US ELT Exhibit 10.2 TREEHOUSE FOODS, INC. 2023 PERFORMANCE UNIT AGREEMENT TreeHouse Foods, Inc., a Delaware corporation (the “Company”), is pleased to grant you this Performance Share Unit Award (the “Award”) under the TreeHouse Foods Inc, Equity and Incentive Plan, as amended and restated effective February 27, 2019 (the “Plan”). This Award is subject to the terms and con |
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| May 8, 2023 |
Amendment No. 6 to Second Amended and Restated Credit Agreement, dated Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 6, dated as of February 17, 2023 (this “Amendment”), to the Second Amended and Restated Credit Agreement, dated as of December 1, 2017 (as amended by Amendment No. 1, dated as of June 11, 2018, as further amended by Amendment No. 2, dated as of August 26, 2019, as further amended by Amendment No. 3 dated as of March 26, 2021, as further amended by Amend |
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| May 8, 2023 |
List of Guarantor Subsidiaries. Exhibit 22 GUARANTOR SUBSIDIARIES OF TREEHOUSE FOODS, INC. The following subsidiaries of TreeHouse Foods, Inc. (the "Issuer") are guarantors of the Issuer's 2028 Notes: Name of Guarantor Subsidiary Jurisdiction of Formation 1 Bay Valley Foods, LLC Delaware 2 Cottage Bakery, Inc. California 3 Linette Quality Chocolates, Inc. Georgia 4 Pickles Manufacturing LLC Delaware 5 Protenergy Holdings, Inc. D |
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| May 8, 2023 |
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): May 8, 2023 TREEHOUSE FOODS, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or other jurisdiction of incorporatio |
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| May 2, 2023 |
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): April 27, 2023 TreeHouse Foods, Inc. (Exact name of registrant as specified in charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorpora |
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| May 2, 2023 |
Exhibit 10.1 TREEHOUSE FOODS, INC. EQUITY AND INCENTIVE PLAN (Amended and Restated Effective April 27, 2023) Section 1.PURPOSE The TreeHouse Foods, Inc. Equity and Incentive Plan, as amended and restated effective April 27, 2023 (the “Plan”), was originally an amendment and restatement of the TreeHouse Foods, Inc. 2005 Long-Term Stock Incentive Plan approved by stockholders on April 19, 2007, Apri |
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| April 26, 2023 |
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): April 26, 2023 TreeHouse Foods, Inc. (Exact name of registrant as specified in charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorpora |
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| April 26, 2023 |
TreeHouse Foods Appoints Patrick O'Donnell as Chief Financial Officer Exhibit 99.1 NEWS RELEASE Contact: Investor Relations 708.483.1300 Ext 1331 TreeHouse Foods Appoints Patrick O'Donnell as Chief Financial Officer OAK BROOK, Ill., April 26, 2023 - TreeHouse Foods, Inc. (“TreeHouse Foods” or the “Company”) (NYSE: THS) today announced that Patrick O'Donnell has been named Executive Vice President and Chief Financial Officer. “Pat has demonstrated strong leadership a |
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| April 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted b |
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| March 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted b |
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| March 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted b |
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| March 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant o Filed by a Party other than the Registrant CHECK THE APPROPRIATE BOX: þ Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted b |
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| February 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number 001-32504 TreeHouse Foods |
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| February 13, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 13, 2023 TREEHOUSE FOODS, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorp |
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| February 13, 2023 |
Exhibit 99.1 NEWS RELEASE Contact: Investor Relations 708.483.1300 Ext 1331 TreeHouse Foods, Inc. Reports Fourth Quarter and Full Year 2022 Results Delivered Net Sales Growth of 22% in the Fourth Quarter; Over 300 Basis Points of Sequential Improvement in Profitability Anticipates FY23 Outlook for Net Sales Growth of 6% - 8% and Adjusted EBITDA2 Between $345 to $365 Million, Representing Year-over |
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| February 13, 2023 |
List of Guarantor Subsidiaries. Exhibit 22 GUARANTOR SUBSIDIARIES OF TREEHOUSE FOODS, INC. The following subsidiaries of TreeHouse Foods, Inc. (the "Issuer") are guarantors of the Issuer's 2028 Notes: Name of Guarantor Subsidiary Jurisdiction of Formation 1 Bay Valley Foods, LLC Delaware 2 Cottage Bakery, Inc. California 3 Linette Quality Chocolates, Inc. Georgia 4 Pickles Manufacturing LLC Delaware 5 Protenergy Holdings, Inc. D |
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| February 13, 2023 |
List of Subsidiaries of the Company. Exhibit 21.1 SUBSIDIARIES OF TREEHOUSE FOODS, INC. Name of Subsidiary Jurisdiction of Formation 1 Associated Brands Inc. Canada 2 Bay Valley Foods, LLC Delaware 3 BFG Canada Ltd. Canada 4 Cottage Bakery, Inc. California 5 EDS Holdings LLC Delaware 6 Linette Quality Chocolates, Inc. Georgia 7 Pickles Manufacturing LLC Delaware 8 Protenergy Holdings, Inc. Delaware 9 Protenergy Natural Foods Corp. Ca |
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| February 9, 2023 |
THS / TreeHouse Foods Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv02073-treehousefoodsinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 13)* Name of issuer: TreeHouse Foods Inc. Title of Class of Securities: Common Stock CUSIP Number: 89469A104 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to desi |
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| November 7, 2022 |
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): November 7, 2022 TREEHOUSE FOODS, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or other jurisdiction of incorpo |
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| November 7, 2022 |
Exhibit 99.1 NEWS RELEASE Contact: Investor Relations 708.483.1300 Ext 1331 TreeHouse Foods, Inc. Reports Third Quarter 2022 Results and Fourth Quarter Outlook Delivered Strong Third Quarter Net Sales and Sequential Improvement in Profitability Completed Divestiture of a Significant Portion of Meal Preparation Enables $500 Million of Debt Reduction Robust Demand Trends Continue to Fuel Private Lab |
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| November 7, 2022 |
List of Guarantor Subsidiaries. Exhibit 22 GUARANTOR SUBSIDIARIES OF TREEHOUSE FOODS, INC. The following subsidiaries of TreeHouse Foods, Inc. (the "Issuer") are guarantors of the Issuer's 2028 Notes: Name of Guarantor Subsidiary Jurisdiction of Formation 1 Bay Valley Foods, LLC Delaware 2 Cottage Bakery, Inc. California 3 Linette Quality Chocolates, Inc. Georgia 4 Pickles Manufacturing LLC Delaware 5 Protenergy Holdings, Inc. D |
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| November 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended September 30, 2022. or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-32504 Tree |
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| November 7, 2022 |
TREEHOUSE FOODS, INC. Supplemental Financial Information Exhibit 99.2 TREEHOUSE FOODS, INC. Supplemental Financial Information Overview On October 3, 2022, the Company completed the sale of a significant portion of the Company’s Meal Preparation business, including pasta, pourable and spoonable dressing, preserves, red sauces, syrup, dry blends and baking, dry dinners, pie filling, pita chips and other sauces (the "Transaction" or the “Business”). Begin |
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| October 7, 2022 |
TREEHOUSE FOODS, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Exhibit 99.1 TREEHOUSE FOODS, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS On October 3, 2022, TreeHouse Foods, Inc. (?TreeHouse? or the "Company") completed the previously announced sale of a significant portion of the Company?s Meal Preparation business, including pasta, pourable and spoonable dressing, preserves, red sauces, syrup, dry blends and baking, dry dinners, pie |
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| October 7, 2022 |
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): October 3, 2022 TreeHouse Foods, Inc. (Exact name of registrant as specified in charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorpor |
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| October 7, 2022 |
Exhibit 10.1 EXECUTION VERSION CREDIT AGREEMENT dated as of October 3, 2022 among RUSHMORE INVESTMENT II LLC, as Holdings RUSHMORE INVESTMENT III LLC, as Borrower THE LENDERS PARTY HERETO and TREEHOUSE FOODS, INC. as Administrative Agent and Collateral Agent Table of Contents Page Article I Definitions SECTION 1.01 Defined Terms 1 SECTION 1.02 Terms Generally 25 SECTION 1.03 Pro Forma Calculations |
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| September 22, 2022 |
September 22, 2022 VIA EDGAR CORRESPONDENCE Division of Corporation Finance Office of Manufacturing U. |
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| August 11, 2022 |
.1 to the Company’s Current Report on Form 8-K dated August 11, 2022. Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 5, dated as of August 10, 2022 (this ?Amendment?), to the Second Amended and Restated Credit Agreement dated as of December 1, 2017 (as amended by Amendment No. 1, dated as of June 11, 2018, as further amended by Amendment No. 2, dated as of August 26, 2019, as further amended by Amendment No. 3 dated as of March 26, 2021, and further amended by Amendme |
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| August 11, 2022 |
Exhibit 99.1 NEWS RELEASE Contact: Investor Relations 708.483.1331 TREEHOUSE FOODS ANNOUNCES SALE OF SIGNIFICANT PORTION OF ITS MEAL PREPARATION BUSINESS TO INVESTINDUSTRIAL FOR $950 MILLION Attractive Valuation of 13.6x 2022E Adjusted EBITDA Simplifies Business, Enables Greater Management Focus and Improves Consistency of Execution Creates More Concentrated Higher Growth, Higher Margin Private La |
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| August 11, 2022 |
Divestiture of Significant Portion of Meal Preparation August 11, 2022 From time to time, we and our representatives may provide information, whether orally or in writing, which are deemed to be ?forward-looking? within the meaning of the Private Securities Litigation Reform Act of 1995 (the ?Litigation Reform Act?). |
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| August 11, 2022 |
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): August 10, 2022 TreeHouse Foods, Inc. (Exact name of registrant as specified in charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorpor |
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| August 11, 2022 |
Exhibit 2.1 Execution Version STOCK PURCHASE AGREEMENT among TREEHOUSE FOODS, INC. RUSHMORE INVESTMENT III LLC and 1373978 B.C. ULC Dated as of August 10, 2022 Article I DEFINITIONS 2 Section 1.1 Certain Defined Terms 2 Section 1.2 Table of Definitions 15 Article II PURCHASE AND SALE 18 Section 2.1 Purchase and Sale of the Shares 18 Section 2.2 Closing 18 Section 2.3 Purchase Price Adjustments 19 |
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| August 8, 2022 |
List of Guarantor Subsidiaries. Exhibit 22 GUARANTOR SUBSIDIARIES OF TREEHOUSE FOODS, INC. The following subsidiaries of TreeHouse Foods, Inc. (the "Issuer") are guarantors of the Issuer's 2028 Notes: Name of Guarantor Subsidiary Jurisdiction of Formation 1 American Italian Pasta Company Delaware 2 Associated Brands, Inc. New York 3 Bay Valley Foods, LLC Delaware 4 Cottage Bakery, Inc. California 5 Linette Quality Chocolates, In |
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| August 8, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 8, 2022 TREEHOUSE FOODS, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or other jurisdiction of incorpora |
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| August 8, 2022 |
Exhibit 99.1 NEWS RELEASE Contact: Investor Relations 708.483.1300 Ext 1331 TreeHouse Foods, Inc. Reports Second Quarter 2022 Results Strong Net Sales Growth of 19.4% Fueled by Pricing of 17.7% and Volume Improvement of 2.1% Snacking & Beverages Division Delivered 9.0% Volume/Mix Growth in the Quarter, Supported by the Acceleration in Private Label Demand Raises Fiscal 2022 Net Sales Guidance to M |
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| August 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 2022. or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-32504 TreeHouse |
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| June 7, 2022 |
TreeHouse Foods Announces CFO Transition; Reaffirms Full-Year 2022 Guidance Exhibit 99.1 NEWS RELEASE Contact: Investor Relations 708.483.1300 Ext 1331 TreeHouse Foods Announces CFO Transition; Reaffirms Full-Year 2022 Guidance OAK BROOK, Ill., June 7, 2022 /PRNewswire/ - TreeHouse Foods, Inc. (?TreeHouse Foods? or the ?Company?) (NYSE: THS) today announced that William J. Kelley Jr. will step down as Executive Vice President and Chief Financial Officer to pursue another |
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| June 7, 2022 |
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): June 1, 2022 TreeHouse Foods, Inc. (Exact name of registrant as specified in charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorporati |
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| May 27, 2022 |
Submission of Matters to a Vote of Security Holders 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): May 26, 2022 TreeHouse Foods, Inc. (Exact name of registrant as specified in charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorporati |
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| May 18, 2022 |
Exhibit 10.3 TREEHOUSE FOODS, INC. 2022 PERFORMANCE-BASED RESTRICTED SHARE UNIT AWARD AGREEMENT TreeHouse Foods, Inc., a Delaware corporation (the ?Company?), is pleased to grant you this Performance-Based Restricted Share Unit Award (the ?Award?) under the TreeHouse Foods, Inc. Equity and Incentive Plan, as amended and restated effective February 27, 2019 (the ?Plan?). This Award is subject to th |
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| May 18, 2022 |
Exhibit 10.2 TREEHOUSE FOODS, INC. 2022 PERFORMANCE-BASED RESTRICTED SHARE UNIT AWARD AGREEMENT TreeHouse Foods, Inc., a Delaware corporation (the ?Company?), is pleased to grant you this Performance-Based Restricted Share Unit Award (the ?Award?) under the TreeHouse Foods, Inc. Equity and Incentive Plan, as amended and restated effective February 27, 2019 (the ?Plan?). This Award is subject to th |
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| May 18, 2022 |
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): May 13, 2022 TreeHouse Foods, Inc. (Exact name of registrant as specified in charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorporati |
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| May 18, 2022 |
Exhibit 10.1 TREEHOUSE FOODS, INC. 2022 NON-STATUTORY STOCK OPTION AGREEMENT TreeHouse Foods, Inc., a Delaware corporation (the ?Company?), is pleased to grant you this Non-statutory Stock Option (the ?Option?) under the TreeHouse Foods, Inc. Equity and Incentive Plan, as amended and restated effective February 27, 2019 (the ?Plan?). This Option is subject to the terms and conditions as set forth |
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| May 9, 2022 |
Awareness Letter from Deloitte & Touche LLP regarding unaudited financial information. EX-15.1 2 thsq12022ex151.htm EX-15.1 Exhibit 15.1 May 9, 2022 To the Board of Directors and Stockholders of TreeHouse Foods, Inc. 2021 Spring Road Suite 600 Oak Brook, Illinois 60523 We are aware that our report dated May 9, 2022, on our review of the interim financial information of TreeHouse Foods, Inc. appearing in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, is inco |
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| May 9, 2022 |
List of Guarantor Subsidiaries. Exhibit 22 GUARANTOR SUBSIDIARIES OF TREEHOUSE FOODS, INC. The following subsidiaries of TreeHouse Foods, Inc. (the "Issuer") are guarantors of the Issuer's 2028 Notes: Name of Guarantor Subsidiary Jurisdiction of Formation 1 American Italian Pasta Company Delaware 2 Associated Brands, Inc. New York 3 Bay Valley Foods, LLC Delaware 4 Cottage Bakery, Inc. California 5 Linette Quality Chocolates, In |
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| May 9, 2022 |
Exhibit 99.1 NEWS RELEASE Contact: Investor Relations 708.483.1300 Ext 1331 TreeHouse Foods, Inc. Reports First Quarter 2022 Results Private Label Demand Continues to Strengthen, Supporting Industry Growth and Unit Share Gains First Quarter Performance Positions Company to be on Track to Deliver Improved Profitability in 2022; Reaffirms Fiscal 2022 Net Sales and Adjusted EBITDA Guidance Pricing Ef |
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| May 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 9, 2022 TREEHOUSE FOODS, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or other jurisdiction of incorporatio |
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| May 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2022. or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-32504 TreeHous |
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| April 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant o Filed by a Party other than the Registrant CHECK THE APPROPRIATE BOX: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted b |
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| April 18, 2022 |
TreeHouse Foods Names Joseph E. Scalzo to Board of Directors Exhibit 99.1 NEWS RELEASE TreeHouse Foods Names Joseph E. Scalzo to Board of Directors OAK BROOK, Ill., April 18, 2022 /PRNewswire/ - TreeHouse Foods, Inc. (?TreeHouse Foods? or the ?Company?) (NYSE: THS) today announced that Joseph E. Scalzo will join its Board of Directors, effective immediately. Mr. Scalzo will join as a Class I director with a term expiring at the 2024 annual meeting of the Co |
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| April 18, 2022 |
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): April 13, 2022 TreeHouse Foods, Inc. (Exact name of registrant as specified in charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorpora |
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| April 12, 2022 |
EXECUTION COPY Exhibit 10.1 April 12, 2022 JANA Partners LLC 1330 Avenue of the Americas, 31st Floor New York, New York 10019 Re: TreeHouse Foods, Inc. Ladies and Gentlemen: This letter agreement is by and between JANA Partners LLC, a Delaware limited liability company (?JANA?), and TreeHouse Foods, Inc., a Delaware corporation (the ?Company?). Immediately upon execution of this letter agreement, |
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| April 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| April 12, 2022 |
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): April 8, 2022 TreeHouse Foods, Inc. (Exact name of registrant as specified in charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorporat |
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| April 12, 2022 |
TreeHouse Foods Names Scott Ostfeld to Board of Directors Exhibit 99.1 NEWS RELEASE TreeHouse Foods Names Scott Ostfeld to Board of Directors OAK BROOK, Ill., April 12, 2022 /PRNewswire/ - TreeHouse Foods, Inc. (?TreeHouse Foods? or the ?Company?) (NYSE: THS) today announced the appointment of Scott Ostfeld, Partner of JANA Partners LLC and Co-Portfolio Manager of its engaged investing strategy JANA Strategic Investments, to the TreeHouse Foods Board of |
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| April 12, 2022 |
THS / TreeHouse Foods Inc. / JANA PARTNERS LLC - TREEHOUSE FOODS, INC. Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 5) Treehouse Foods, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 89469A104 (CUSIP Number) Elea |
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| March 16, 2022 |
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 16, 2022 TREEHOUSE FOODS, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorpora |
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| February 15, 2022 |
Exhibit 10.27 EXECUTIVE SEVERANCE PLAN SEVERANCE AND RELEASE AGREEMENT TREEHOUSE FOODS, INC., together with its subsidiary (Bay Valley Foods, LLC), and each of their subsidiaries, affiliates, predecessors, successors, directors, officers, fiduciaries, insurers, employees and agents (hereinafter collectively referred to as the ?Company?), and Lori Roberts, for yourself, your spouse, family, assigne |
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| February 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number 001-32504 TreeHouse Foods |
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| February 15, 2022 |
Amendment No. 4 to Second Amended and Restated Credit Agreement, dated February 14, 2022. Exhibit 10.29 EXECUTION VERSION AMENDMENT NO. 4, dated as of February 14, 2022 (this ?Amendment?), to the Second Amended and Restated Credit Agreement dated as of December 1, 2017 (as amended by Amendment No. 1, dated as of June 11, 2018, as further amended by Amendment No. 2, dated as of August 26, 2019 and as further amended by Amendment No. 3 dated as of March 26, 2021, the ?Existing 2021 Credi |
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| February 15, 2022 |
Exhibit 10.28 TREEHOUSE FOODS, INC. RESTRICTED STOCK UNIT AGREEMENT TreeHouse Foods, Inc., a Delaware corporation (the ?Company?), is pleased to grant you this Restricted Stock Unit Award (the ?Award?) under the TreeHouse Foods Inc, Equity and Incentive Plan, as amended and restated effective February 27, 2019 (the ?Plan?). This Award is subject to the terms and conditions as set forth in this Res |
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| February 15, 2022 |
List of Guarantor Subsidiaries. Exhibit 22 GUARANTOR SUBSIDIARIES OF TREEHOUSE FOODS, INC. The following subsidiaries of TreeHouse Foods, Inc. (the "Issuer") are guarantors of the Issuer's 2028 Notes: Name of Guarantor Subsidiary Jurisdiction of Formation 1 American Italian Pasta Company Delaware 2 Associated Brands, Inc. New York 3 Bay Valley Foods, LLC Delaware 4 Cottage Bakery, Inc. California 5 Linette Quality Chocolates, In |
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| February 15, 2022 |
List of Subsidiaries of the Company. Exhibit 21.1 SUBSIDIARIES OF TREEHOUSE FOODS, INC. Name of Subsidiary Jurisdiction of Formation 1 American Italian Pasta Company Delaware 2 Associated Brands Inc. Canada 3 Associated Brands, Inc. New York 4 Bay Valley Foods, LLC Delaware 5 BFG Canada Ltd. Canada 6 Cottage Bakery, Inc. California 7 EDS Holdings LLC Delaware 8 E.D. Smith Foods, Ltd. Canada 9 E.D. Smith & Sons LP Canada 10 IAPC Holdi |
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| February 14, 2022 |
Exhibit 99.1 NEWS RELEASE Contact: Investor Relations 708.483.1300 Ext 1331 TreeHouse Foods, Inc. Reports Fourth Quarter 2021 Results Delivered Fourth Quarter Net Sales Above Guidance Range Driven by Strengthening Demand and Pricing Actions to Recover Inflation Continued Focus on Investing to Enhance Service Levels and Capture Greater Demand Board-Led Review of Strategic Alternatives is Ongoing HI |
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| February 14, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 14, 2022 TREEHOUSE FOODS, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorp |
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| February 10, 2022 |
THS / TreeHouse Foods Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)* Name of issuer: TreeHouse Foods Inc. Title of Class of Securities: Common Stock CUSIP Number: 89469A104 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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| January 31, 2022 |
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): January 27, 2022 TREEHOUSE FOODS, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorpo |
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| January 28, 2022 |
THS / TreeHouse Foods Inc. / JANA PARTNERS LLC - TREEHOUSE FOODS, INC. Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 4) Treehouse Foods, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 89469A104 (CUSIP Number) Elea |
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| December 30, 2021 |
THS / TreeHouse Foods Inc. / JANA PARTNERS LLC - TREEHOUSE FOODS, INC. Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 3) Treehouse Foods, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 89469A104 (CUSIP Number) Elea |
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| December 30, 2021 |
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): December 29, 2021 TREEHOUSE FOODS, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorp |
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| December 30, 2021 |
THS / TreeHouse Foods Inc. / JANA PARTNERS LLC - TREEHOUSE FOODS, INC. Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 3) Treehouse Foods, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 89469A104 (CUSIP Number) Elea |
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| December 15, 2021 |
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): December 10, 2021 TREEHOUSE FOODS, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorp |
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| November 8, 2021 |
Awareness Letter from Deloitte & Touche LLP regarding unaudited financial information. Exhibit 15.1 November 8, 2021 To the Board of Directors and Stockholders of TreeHouse Foods, Inc. 2021 Spring Road Suite 600 Oak Brook, Illinois 60523 We are aware that our report dated November 8, 2021, on our review of the interim financial information of TreeHouse Foods, Inc. appearing in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, is incorporated by reference i |
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| November 8, 2021 |
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): November 8, 2021 TREEHOUSE FOODS, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or other jurisdiction of incorpo |
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| November 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended September 30, 2021. or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number 001-32504 TreeH |
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| November 8, 2021 |
TreeHouse Foods Exploring Strategic Alternatives to Maximize Value Exhibit 99.2 NEWS RELEASE TreeHouse Foods Exploring Strategic Alternatives to Maximize Value OAK BROOK, Ill., November 8, 2021 - TreeHouse Foods, Inc. (NYSE: THS) (?TreeHouse? or ?the Company?) today announced that its Board of Directors has approved a plan to explore strategic alternatives, including a possible sale of the Company or a transaction to allow the Company to focus on its higher growt |
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| November 8, 2021 |
List of Guarantor Subsidiaries. Exhibit 22 GUARANTOR SUBSIDIARIES OF TREEHOUSE FOODS, INC. The following subsidiaries of TreeHouse Foods, Inc. (the "Issuer") are guarantors of the Issuer's 2028 Notes: Name of Guarantor Subsidiary Jurisdiction of Formation 1 American Italian Pasta Company Delaware 2 Associated Brands, Inc. New York 3 Bay Valley Foods, LLC Delaware 4 Cottage Bakery, Inc. California 5 Linette Quality Chocolates, In |
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| November 8, 2021 |
Exhibit 99.1 NEWS RELEASE Contact: Investor Relations 708.483.1300 Ext 1331 TreeHouse Foods, Inc. Reports Third Quarter 2021 Results Delivered Third Quarter Top- and Bottom-line Results Within Guidance Range Successful Pricing Actions to Recover Inflation Reflected in Third Quarter Net Sales; Positive Impact of Pricing Initiatives Continues Through 2022 FY21 Net Sales Expected to be in the $4.20 t |
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| August 31, 2021 |
THS / TreeHouse Foods Inc. / JANA PARTNERS LLC - TREEHOUSE FOODS, INC. Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 2) Treehouse Foods, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 89469A104 (CUSIP Number) Elea |
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| August 5, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 5, 2021 TREEHOUSE FOODS, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorpora |
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| August 5, 2021 |
List of Guarantor Subsidiaries. Exhibit 22 GUARANTOR SUBSIDIARIES OF TREEHOUSE FOODS, INC. The following subsidiaries of TreeHouse Foods, Inc. (the "Issuer") are guarantors of the Issuer's 2028 Notes: Name of Guarantor Subsidiary Jurisdiction of Formation 1 American Italian Pasta Company Delaware 2 Associated Brands, Inc. New York 3 Bay Valley Foods, LLC Delaware 4 Cottage Bakery, Inc. California 5 Linette Quality Chocolates, In |
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| August 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 2021. or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number 001-32504 TreeHouse |
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| August 5, 2021 |
Awareness Letter from Deloitte & Touche LLP regarding unaudited financial information. Exhibit 15.1 August 5, 2021 To the Board of Directors and Stockholders of TreeHouse Foods, Inc. 2021 Spring Road Suite 600 Oak Brook, Illinois 60523 We are aware that our report dated August 5, 2021, on our review of the interim financial information of TreeHouse Foods, Inc. appearing in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, is incorporated by reference in Registr |
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| August 5, 2021 |
Exhibit 99.1 NEWS RELEASE Contact: Investor Relations 708.483.1300 Ext 1331 TreeHouse Foods, Inc. Reports Second Quarter 2021 Results Delivered Strategic Progress Through the Completion of Ready-to-eat Cereal Sale Completed $25 Million in Share Repurchase in Q2 Service Levels Remain Strong at 98%; TreeHouse Share Outperformed Private Label in the Majority of its Categories HIGHLIGHTS ?Revenue of $ |
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| July 30, 2021 |
TreeHouse Foods Announces Retirement of Gary D. Smith from Board of Directors Exhibit 99.1 NEWS RELEASE TreeHouse Foods Announces Retirement of Gary D. Smith from Board of Directors OAK BROOK, Ill., July 30, 2021 - TreeHouse Foods, Inc. (NYSE: THS) today announced that Gary D. Smith has retired from its Board of Directors effective July 29, 2021. Mr. Smith has been an independent TreeHouse Director since 2005 and previously served as Chairman of the Board from July 2018 to |
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| July 30, 2021 |
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): July 29, 2021 TREEHOUSE FOODS, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorporat |
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| June 29, 2021 |
Exhibit 99.1 NEWS RELEASE TreeHouse Foods Appoints Kristy N. Waterman Executive Vice President, General Counsel and Corporate Secretary OAK BROOK, Ill., June 29, 2021 ? TreeHouse Foods, Inc. (NYSE: THS) today announced that Kristy N. Waterman will join the Company as Executive Vice President, General Counsel and Corporate Secretary, effective July 1, 2021. Ms. Waterman will have responsibility for |
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| June 29, 2021 |
, 2021, by and between Thomas E. O'Neill and TreeHouse Foods, Inc. Exhibit 10.2 Certain information has been excluded from this exhibit because it is both not material and is of the type that the registrant treats as private or confidential. Redacted information is indicated by brackets. ADVISORY AGREEMENT This Advisory Agreement (this ?Agreement?) is entered into this 28th day of June, 2021 (the ?Effective Date?) by and between TreeHouse Foods, Inc., a Delaware |
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| June 29, 2021 |
Thomas E. O'Neill and TreeHouse Exhibit 10.1 AGREEMENT THIS AGREEMENT (this ?Agreement?) is dated as of June 28, 2021, by and between Thomas E. O?Neill (?Executive?), and TreeHouse Foods, Inc., a Delaware corporation (together with any successor, the ?Company?). RECITALS WHEREAS, Executive has been employed by the Company as its Executive Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary pursu |
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| June 29, 2021 |
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): June 28, 2021 TREEHOUSE FOODS, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorporat |
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| May 6, 2021 |
List of Guarantor Subsidiaries. Exhibit 22 GUARANTOR SUBSIDIARIES OF TREEHOUSE FOODS, INC. The following subsidiaries of TreeHouse Foods, Inc. (the "Issuer") are guarantors of the Issuer's 2028 Notes: Name of Guarantor Subsidiary Jurisdiction of Formation 1 American Italian Pasta Company Delaware 2 Associated Brands, Inc. New York 3 Bay Valley Foods, LLC Delaware 4 Cottage Bakery, Inc. California 5 Linette Quality Chocolates, In |
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| May 6, 2021 |
TreeHouse Foods, Inc. 2021 Performance Unit Agreement PERFORMANCE SHARE UNIT ? US ELT Exhibit 10.4 TREEHOUSE FOODS, INC. 2021 PERFORMANCE UNIT AGREEMENT TreeHouse Foods, Inc., a Delaware corporation (the ?Company?), is pleased to grant you this Performance Share Unit Award (the ?Award?) under the TreeHouse Foods Inc, Equity and Incentive Plan, as amended and restated effective February 27, 2019 (the ?Plan?). This Award is subject to the terms and con |
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| May 6, 2021 |
Exhibit 99.1 NEWS RELEASE Contact: Investor Relations 708.483.1300 Ext 1331 TreeHouse Foods, Inc. Reports First Quarter 2021 Results Delivered Strong Q1 Profitability Despite Challenging Macro Conditions Improved Capital Structure through Redemption of 2024 Notes and Credit Facility Refinancing HIGHLIGHTS ?Revenue of $1.06 billion, gross profit margin of 17.1% and adjusted gross profit margin of 1 |
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| May 6, 2021 |
Awareness Letter from Deloitte & Touche LLP regarding unaudited financial information. Exhibit 15.1 May 6, 2021 To the Board of Directors and Stockholders of TreeHouse Foods, Inc. 2021 Spring Road Suite 600 Oak Brook, Illinois 60523 We are aware that our report dated May 6, 2021, on our review of the interim financial information of TreeHouse Foods, Inc. appearing in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, is incorporated by reference in Registration |
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| May 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2021. or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number 001-32504 TreeHouse |
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| May 6, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 6, 2021 TREEHOUSE FOODS, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorporatio |
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| May 4, 2021 |
Submission of Matters to a Vote of Security Holders 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): April 29, 2021 TREEHOUSE FOODS, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorpora |
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| April 14, 2021 |
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): April 12, 2021 TREEHOUSE FOODS, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorpora |
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| April 14, 2021 |
TreeHouse Foods, Inc. Announces COO Transition EX-99.1 Exhibit 99.1 TreeHouse Foods, Inc. Announces COO Transition OAK BROOK, Ill., April 14, 2021 — TreeHouse Foods, Inc. (NYSE: THS) announced today that Senior Vice President and Chief Operations Officer, Shay Braun, is leaving the Company effective April 30, 2021 to assume the role of President of Select Milk, a group of family dairy producers. In the interim, Mr. Braun’s responsibilities wil |
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| April 1, 2021 |
Amendment No. 3 to Second Amended and Restated Credit Agreement, dated March 26, 2021. Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 3, dated as of March 26, 2021 (this ?Amendment?), to the Second Amended and Restated Credit Agreement dated as of December 1, 2017 (the ?2017 Credit Agreement,? as amended by Amendment No. 1, dated as of June 11, 2018, and as further amended by Amendment No. 2, dated as of August 26, 2019, the ?Existing 2020 Credit Agreement?, and as modified by this Am |
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| April 1, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 26, 2021 TREEHOUSE FOODS, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorpora |
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| March 22, 2021 |
Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| March 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Rule 14a-101) SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant o Filed by a Party other than the Registrant CHECK THE APPROPRIATE BOX: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6 |
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| March 2, 2021 |
, by and between the Company and JANA Partners LLC Exhibit 10.1 COOPERATION AGREEMENT This cooperation agreement, dated March 2, 2021 (this ?Agreement?), is by and between JANA Partners LLC, a Delaware limited liability company (?JANA?) and TreeHouse Foods, Inc., a Delaware corporation (the ?Company?). The Company and JANA are each herein referred to as a ?party? and, collectively, the ?parties.? In consideration of and reliance upon the mutual co |
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| March 2, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 1) Treehouse Foods, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 89469A104 (CUSIP Number) Elea |
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| March 2, 2021 |
Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| March 2, 2021 |
Exhibit 99.1 NEWS RELEASE Contact: Investor Relations 708.483.1300 Ext 1331 TreeHouse Foods Announces Agreement with JANA Partners Appoints John Gainor and Ken Tuchman to the Board OAK BROOK, Ill., March 2, 2021 - TreeHouse Foods, Inc. (NYSE: THS) today announced an agreement with JANA Partners LLC, which owns approximately 7.4% of the outstanding shares of TreeHouse's common stock, pursuant to wh |
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| March 2, 2021 |
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, 2021 TREEHOUSE FOODS, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorporat |
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| February 18, 2021 |
Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* TreeHouse Foods, Inc. (Name of Issuer) Common Stock, $0.01 value (Title of Class of Securities) 89469A104 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| February 11, 2021 |
List of Subsidiaries of the Company. EX-21.1 3 a202010-kexhibit211.htm EX-21.1 Exhibit 21.1 SUBSIDIARIES OF TREEHOUSE FOODS, INC. American Italian Pasta Company, a Delaware corporation Associated Brands, Inc., a British Columbia, Canada corporation Associated Brands, Inc., a New York corporation Bay Valley Foods, LLC, a Delaware limited liability company BFG Canada Ltd., an Ontario, Canada corporation Cottage Bakery, Inc., a Californ |
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| February 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2020 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number 001-32504 TreeHouse Foods |
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| February 11, 2021 |
Exhibit 99.1 NEWS RELEASE Contact: Investor Relations 708.483.1300 Ext 1331 TreeHouse Foods, Inc. Reports Fourth Quarter 2020 Results Delivers top-line growth, strong cash flow and deleveraging Provides update on Riviana acquisition and value creation initiatives HIGHLIGHTS •Generated reported net sales growth of 3.3% and organic net sales growth of 4.0% compared to the fourth quarter of 2019. •Fo |
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| February 11, 2021 |
List of Guarantor Subsidiaries. Exhibit 22 GUARANTOR SUBSIDIARIES OF TREEHOUSE FOODS, INC. The following subsidiaries of TreeHouse Foods, Inc. (the "Issuer") are guarantors of the Issuer's 2024 Notes and 2028 Notes: American Italian Pasta Company, a Delaware corporation Associated Brands, Inc., a New York corporation Bay Valley Foods, LLC, a Delaware limited liability company Cottage Bakery, Inc., a California corporation Linett |
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| February 11, 2021 |
DEFA14A Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| February 11, 2021 |
First Amendment to the TreeHouse Foods, Inc. Executive Severance Plan, dated February 7, 2021. Exhibit 10.21 FIRST AMENDMENT TO THE TREEHOUSE FOODS, INC. EXECUTIVE SEVERANCE PLAN (Effective as of February 7, 2021) WHEREAS, TreeHouse Foods, Inc. (the “Company”) originally established the TreeHouse Foods, Inc. Executive Severance Plan, effective May 1, 2006 (as amended, the “Plan”), and amended and restated the Plan effective January 1, 2008, January 1, 2012, February 21, 2014, and April 26, |
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| February 11, 2021 |
Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| February 11, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 11, 2021 TREEHOUSE FOODS, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorp |
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| February 11, 2021 |
Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| February 10, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. ) Treehouse Foods, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 89469A104 (CUSIP Number) Eleazer |
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| February 10, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: TreeHouse Foods Inc. Title of Class of Securities: Common Stock CUSIP Number: 89469A104 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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| January 4, 2021 |
EXECUTIVE SEVERANCE PLAN SEVERANCE AND RELEASE AGREEMENT TREEHOUSE FOODS, INC., together with its subsidiary (Bay Valley Foods, LLC), and each of their subsidiaries, affiliates, predecessors, successors, directors, officers, fiduciaries, insurers, employees and agents (hereinafter collectively referred to as the “Company”), and Dean General for yourself, your spouse, family, assignees, heirs, agen |
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| January 4, 2021 |
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): January 4, 2021 TREEHOUSE FOODS, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorpor |
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| December 11, 2020 |
TreeHouse Foods Completes Acquisition of Majority of Ebro’s Riviana Foods U.S. Branded Pastas Exhibit 99.1 NEWS RELEASE Contact: Investor Relations 708.483.1300 Ext 1331 TreeHouse Foods Completes Acquisition of Majority of Ebro’s Riviana Foods U.S. Branded Pastas OAK BROOK, Ill. (December 11, 2020) – TreeHouse Foods (NYSE: THS) announced that it has completed the acquisition of the majority of Ebro’s Riviana Foods U.S. branded pasta business for $242.5 million in cash, subject to customary |
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| December 11, 2020 |
Financial Statements and Exhibits, Other Events - 8-K 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): December 11, 2020 TREEHOUSE FOODS, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorp |
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| November 24, 2020 |
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): November 24, 2020 TREEHOUSE FOODS, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorp |
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| November 24, 2020 |
TreeHouse Foods Appoints Jill Rahman and Ashley Buchanan to Board of Directors Exhibit 99.1 NEWS RELEASE Contact: Investor Relations 708.483.1300 Ext 1331 TreeHouse Foods Appoints Jill Rahman and Ashley Buchanan to Board of Directors OAK BROOK, Ill. (November 24, 2020) ? TreeHouse Foods (NYSE: THS) announced today the appointment of two independent directors to its Board: Jill Rahman, an accomplished senior leader with deep consumer packaged goods strategy, marketing and ope |
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| November 10, 2020 |
Regulation FD Disclosure - 8-K 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): November 10, 2020 TREEHOUSE FOODS, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorp |
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| November 5, 2020 |
Financial Statements and Exhibits, Other Events - 8-K 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): November 5, 2020 TREEHOUSE FOODS, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorpo |
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| November 5, 2020 |
Awareness Letter from Deloitte & Touche LLP regarding unaudited financial information. Exhibit 15.1 November 5, 2020 To the Board of Directors and Stockholders of TreeHouse Foods, Inc. 2021 Spring Road Suite 600 Oak Brook, Illinois 60523 We are aware that our report dated November 5, 2020, on our review of the interim financial information of TreeHouse Foods, Inc. appearing in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, is incorporated by reference i |
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| November 5, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended September 30, 2020. or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number 001-32504 TreeH |
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| November 5, 2020 |
TreeHouse Foods, Inc. Reports Third Quarter 2020 Results Exhibit 99.1 NEWS RELEASE Contact: Investor Relations 708.483.1300 Ext 1331 TreeHouse Foods, Inc. Reports Third Quarter 2020 Results HIGHLIGHTS • Third quarter 2020 earnings per diluted share from continuing operations was $0.20 compared to a loss of $(1.08) for the same period in 2019. • Third quarter 2020 adjusted earnings per diluted share from continuing operations was $0.71 compared to $0.55 |
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| November 5, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K 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): November 5, 2020 TREEHOUSE FOODS, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorpo |
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| November 5, 2020 |
List of Guarantor Subsidiaries. Exhibit 22 GUARANTOR SUBSIDIARIES OF TREEHOUSE FOODS, INC. The following subsidiaries of TreeHouse Foods, Inc. (the "Issuer") are guarantors of the Issuer's 2024 Notes and 2028 Notes: Bay Valley Foods, LLC, a Delaware limited liability company Sturm Foods, Inc., a Wisconsin corporation S.T. Specialty Foods, Inc., a Minnesota corporation Associated Brands, Inc., a New York corporation Protenergy Ho |
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| November 5, 2020 |
EX-99.1 Exhibit 99.1 NEWS RELEASE Contact: Investor Relations 708.483.1300 Ext 1331 TreeHouse Foods to Acquire the Majority of Ebro’s Riviana Foods U.S. Branded Pastas for $242.5 Million Complements and Strengthens TreeHouse’s Existing Branded and Private Label Pasta Portfolio, Deepening Ability to Serve National and Regional Customers Accelerates Meal Preparation Strategy to Drive Improved Margin |
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| September 9, 2020 |
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): September 9, 2020 TREEHOUSE FOODS, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorp |
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| September 9, 2020 |
EX-4.2 Exhibit 4.2 TREEHOUSE FOODS, INC., as Issuer THE GUARANTORS PARTY HERETO, as Guarantors AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 4.000% SENIOR NOTES DUE 2028 TWELFTH SUPPLEMENTAL INDENTURE DATED AS OF September 9, 2020 TO THE INDENTURE DATED AS OF March 2, 2010 TABLE OF CONTENTS Page ARTICLE 1 ESTABLISHMENT; DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01 Establishment |
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| August 27, 2020 |
EX-1.1 Exhibit 1.1 EXECUTION VERSION TREEHOUSE FOODS, INC. UNDERWRITING AGREEMENT dated August 25, 2020 J.P. MORGAN SECURITIES LLC Underwriting Agreement August 25, 2020 J.P. Morgan Securities LLC As Representative of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: TreeHouse Foods, Inc., a Delawar |
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| August 27, 2020 |
Consent of Troutman Pepper Hamilton Sanders LLP (included in Exhibit 5.5). EX-5.5 Exhibit 5.5 Troutman Pepper Hamilton Sanders LLP 600 Peachtree Street NE, Suite 3000 Atlanta, GA 30308-2216 troutman.com August 27, 2020 Linette Quality Chocolates, Inc. 26 Cook Street Billerica, Massachusetts 01821 Treehouse Foods, Inc. 2021 Spring Road, Suite 600 Oak Brook, Illinois 60523 Re: Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as special Georgia counsel |
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| August 27, 2020 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - 8-K 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): August 25, 2020 TREEHOUSE FOODS, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorpor |
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| August 27, 2020 |
TreeHouse Announces Offering of Senior Notes due 2028 EX-99.1 Exhibit 99.1 NEWS RELEASE Contact: Investor Relations 708.483.1300 Ext 1331 TreeHouse Announces Offering of Senior Notes due 2028 OAK BROOK, Ill., August 25, 2020 —TreeHouse Foods, Inc. (NYSE: THS) (“TreeHouse”) announced today that it intends to offer, subject to market and other conditions, $400 million in aggregate principal amount of senior unsecured notes due 2028 (the “Notes”) in an |
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| August 27, 2020 |
Consent of Foley & Lardner LLP (included in Exhibit 5.3). EX-5.3 Exhibit 5.3 August 27, 2020 ATTORNEYS AT LAW 777 EAST WISCONSIN AVENUE MILWAUKEE, WI 53202-5398 414.297.5619 TEL 414.297.4900 FAX www.foley.com TreeHouse Foods, Inc. 2021 Spring Road, Suite 600 Oak Brook, Illinois 60523 Re: Form S-3 Registration Statement (File No. 333-248399) Ladies and Gentlemen: We have acted as special counsel to Sturm Foods, Inc., a Wisconsin corporation (“Sturm”), in |
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| August 27, 2020 |
Consent of Spencer Fane LLP (included in Exhibit 5.4). EX-5.4 Exhibit 5.4 File No. .1 August 27, 2020 TreeHouse Foods, Inc. 2021 Spring Road, Suite 600 Oak Brook, Illinois 60523 Re: Registration Statement on Form S-3 (File No. 333-248399) Ladies and Gentlemen: We have acted as special local counsel with respect to the laws of the State of Missouri to TreeHouse Foods, Inc., a Delaware corporation (the “Issuer”), and its Missouri subsidiary, TreeHouse P |
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| August 27, 2020 |
TreeHouse Announces Pricing of $500 Million Aggregate Principal Amount of Senior Notes Due 2028 EX-99.2 Exhibit 99.2 NEWS RELEASE Contact: Investor Relations 708.483.1300 Ext 1331 TreeHouse Announces Pricing of $500 Million Aggregate Principal Amount of Senior Notes Due 2028 OAK BROOK, Ill., August 25, 2020 — TreeHouse Foods, Inc. (NYSE: THS) (“TreeHouse”) announced today the pricing of its $500 million in aggregate principal amount of 4.000% senior unsecured notes due 2028 (the “Notes”) in |
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| August 26, 2020 |
424B2 Table of Contents CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Offering Price Per Note Aggregate Offering Price Amount of Registration Fee(1) 4. |
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| August 25, 2020 |
Opinion of Troutman Pepper Hamilton Sanders LLP. EX-5.5 Exhibit 5.5 Troutman Pepper Hamilton Sanders LLP 600 Peachtree Street NE, Suite 3000 Atlanta, GA 30308-2216 troutman.com August 25, 2020 Linette Quality Chocolates, Inc. 26 Cook Street Billerica, Massachusetts 01821 Treehouse Foods, Inc. 2021 Spring Road, Suite 600 Oak Brook, Illinois 60523 Re: Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as special Georgia counsel |
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| August 25, 2020 |
EX-4.4 Exhibit 4.4 TREEHOUSE FOODS, INC. and the Subsidiary Guarantors party hereto To Trustee INDENTURE Dated as of CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318, INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939: TRUST INDENTURE ACT SECTION INDENTURE SECTION(S) Section 310 (a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (b) 608, 610 Section 311 (a) 613 (b) |
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| August 25, 2020 |
Financial Statements and Exhibits, Other Events 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): August 25, 2020 TREEHOUSE FOODS, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32504 Delaware 20-2311383 (State or Other Jurisdiction of Incorpor |
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| August 25, 2020 |
Awareness Letter from Deloitte & Touche LLP. EX-15.1 Exhibit 15.1 August 25, 2020 To the Board of Directors and Stockholders of TreeHouse Foods, Inc. 2021 Spring Road Suite 600 Oak Brook, Illinois 60523 We are aware that our reports dated May 7, 2020, and August 6, 2020, on our review of interim financial information of TreeHouse Foods, Inc. appearing in TreeHouse Foods, Inc.’s Quarterly Reports on Form 10-Q for the quarters ended March 31, |
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| August 25, 2020 |
S-3ASR Table of Contents As filed with the Securities and Exchange Commission on August 25, 2020 Registration No. |
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| August 25, 2020 |
EX-5.4 Exhibit 5.4 File No. .1 August 25, 2020 TreeHouse Foods, Inc. 2021 Spring Road, Suite 600 Oak Brook, Illinois 60523 Re: Missouri Legal Opinion for Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as special local counsel with respect to the laws of the State of Missouri to TreeHouse Foods, Inc., a Delaware corporation (the “Issuer”), and its Missouri subsidiary, TreeHo |
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| August 25, 2020 |
Form T-1 of Wells Fargo Bank, National Association, as Trustee under the Subordinated Indenture. Exhibit 25.2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2) WELLS FARGO BANK, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) A National Banking Associ |
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| August 25, 2020 |
424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-248399 The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission. We are not using this preliminary prospectus supplement or the a |
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| August 25, 2020 |
Opinion of Foley & Lardner LLP. EX-5.3 Exhibit 5.3 ATTORNEYS AT LAW 777 EAST WISCONSIN AVENUE MILWAUKEE, WI 53202-5398 414.297.5619 TEL 414.297.4900 FAX www.foley.com August 25, 2020 TreeHouse Foods, Inc. 2021 Spring Road, Suite 600 Oak Brook, Illinois 60523 Re: Form S-3 Registration Statement Ladies and Gentlemen: We have acted as special counsel to Sturm Foods, Inc., a Wisconsin corporation (“Sturm”), in connection with the pr |
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| August 25, 2020 |
EXPLANATORY NOTE TreeHouse Foods, Inc. (the "Company") is filing this exhibit to reflect changes to the presentation of the Company’s financial information as set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2019 (the "2019 Form 10-K"), as filed with the Securities and Exchange Commission (the "SEC") on February 13, 2020, in order to give effect to a change in |
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| August 25, 2020 |
Form of Subordinated Indenture. EX-4.5 Exhibit 4.5 TREEHOUSE FOODS, INC. and the Subsidiary Guarantors party hereto To Trustee SUBORDINATED INDENTURE Dated as of CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318, INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939: TRUST INDENTURE ACT SECTION INDENTURE SECTION(S) Section 310 (a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (b) 608, 610 Section 31 |
