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 23, 2011
TREEHOUSE FOODS, INC.
(Exact Name of Registrant as Specified in Charter)
Commission File Number: 001-32504
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| Delaware
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20-2311383 |
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| (State or Other Jurisdiction of Incorporation)
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(IRS Employer Identification No.) |
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| 2021 Spring Road |
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| Suite 600 |
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| Oak Brook, IL
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60523 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (708) 483-1300
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 1 — Registrant’s Business and Operations
Item 1.01. Entry into a Material Definitive Agreement
On September 23, 2011, TreeHouse Foods, Inc. (NYSE: THS) (the “Company”) entered into an
amendment (the “Amendment”) to its amended and restated credit agreement, dated as of October 27,
2010 (as amended and restated, the “Restated Credit Agreement”), with Bank of America, N.A., as
administrative agent, and the other financial institutions parties thereto. The Amendment, among
other things, (i) extends the maturity of the Company’s revolving credit facility from October 27,
2015 to September 23, 2016, and (ii) adjusts the interest rates payable on outstanding borrowings,
as described below.
After giving effect to the Amendment, outstanding borrowings under the Restated Credit
Agreement generally will bear interest at a rate per annum equal to LIBOR, plus a margin ranging
from 1.25% to 2.00% (inclusive of the facility fee), based on the Company’s consolidated leverage
ratio, payable in arrears on the last day of the applicable interest period but in no event less
frequently than every three months. In addition, the Company has other borrowing rates available
under the Restated Credit Agreement, including a base rate plus the applicable margin. The
material terms and conditions under the Restated Credit Agreement are otherwise substantially
consistent with those contained in the Restated Credit Agreement prior to the Amendment.
The description of the amendment set forth above is qualified in its entirety by reference to
Amendment No. 1 to Amended and Restated Credit Agreement, a copy of which is filed as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated by reference herein.
Section 2 — Financial Information
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The information set forth above in Item 1.01 is hereby incorporated by reference into this
Item 2.03.
Section 9 —Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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Exhibit |
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Description |
10.1
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Amendment No. 1 to Amended and Restated Credit Agreement,
dated as of September 23, 2011, by and among TreeHouse
Foods, Inc., Bank of America, N.A., in its capacity as
administrative agent, and each of the Lenders parties
thereto |
2