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 22, 2006 (September 22, 2006)
TREEHOUSE FOODS, INC.
(Exact Name of Registrant as Specified in Charter)
Commission File Number: 001-32504
| |
|
|
| Delaware
|
|
20-2311383 |
|
|
|
|
| (State or Other Jurisdiction of Incorporation)
|
|
(IRS Employer Identification No.) |
| |
|
|
| Two Westbrook Corporate Center |
|
|
| Suite 1070 |
|
|
| Westchester, IL
|
|
60154 |
|
|
|
|
| (Address of Principal Executive Offices)
|
|
(Zip Code) |
| |
|
|
| Registrant’s telephone number, including area code:
|
|
(708) 483-1300 |
|
|
|
|
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions: |
o Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
The information set forth below in Item 2.03 is hereby incorporated into this Item 1.01 by
reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant
On September 22, 2006, TreeHouse Foods, Inc. (NYSE: THS) (“TreeHouse” or the “Company”)
completed a private placement of $100 million in aggregate principal amount of its 6.03% Senior
Notes due 2013 (the “Notes”). The Notes were sold pursuant to an exemption from registration under
the Securities Act of 1933, as amended, pursuant to a Note Purchase Agreement, dated as of
September 22, 2006, among TreeHouse and the purchasers signatory thereto (the “Purchase
Agreement”). All of the Company’s obligations under the Notes are fully and unconditionally
guaranteed by Bay Valley Foods, LLC, a wholly-owned subsidiary of the Company (the “Subsidiary
Guarantor”). The Notes have not been registered under the Securities Act and may not be offered or
sold in the United States absent registration or an applicable exemption from registration under
the Securities Act.
Interest on the Notes will accrue from September 22, 2006, and TreeHouse will pay interest
semi-annually on March 31 and September 30 of each year, beginning March 31, 2007, until the Notes
mature on September 30, 2013. The Company may prepay some or all of the Notes at any time or from
time to time pursuant to the terms of the Purchase Agreement.
The
Purchase Agreement contains covenants that will limit the ability of
TreeHouse and
its subsidiaries to, among other things, merge with other entities, change the nature of its
business, create liens, incur additional indebtedness or sell assets. The Purchase Agreement also
requires the Company to maintain certain financial ratios. Events of default under the Purchase
Agreement include but are not limited to (i) a default in the payment of principal of the Notes or,
following a period of 5 business days, of interest, (ii) a breach of the Company’s covenants or
warranties under the Purchase Agreement or the Subsidiary Guarantor’s under its guaranty, (iii) any
payment default or acceleration of indebtedness of TreeHouse or any subsidiary if the total
amount of such indebtedness unpaid or accelerated exceeds $25 million and (iv) events of
bankruptcy, insolvency or liquidation involving the Company or its material subsidiaries.
TreeHouse
will use the proceeds from the sale of the Notes to refinance
existing indebtedness and for general corporate purposes.
The descriptions set forth above are qualified in their entirety by the Purchase Agreement, a
copy of which is filed as an exhibit to this report and is incorporated by reference herein.
Item 7.01. Regulation FD Disclosure
On
September 22, 2006, TreeHouse issued a press release relating to
the closing of the sale of the Notes and its previously disclosed
amendments to its revolving credit facility. A copy of this press
release is furnished as Exhibit 99.1 to this report and is
incorporated by reference herein.