TreeHouse Announces Common Stock Offering to Fund Sturm Foods Acquisition
February 22 2010 - 6:30AM
PR Newswire (US)
WESTCHESTER, Ill., Feb. 22 /PRNewswire-FirstCall/ -- TreeHouse
Foods, Inc. (NYSE:THS) announced today that it intends to offer,
subject to market and other conditions, $100 million of shares of
its common stock pursuant to an underwritten public offering. In
connection with the offering, TreeHouse will grant the underwriters
an option for 30 days to purchase up to an additional $15 million
of shares of its common stock to cover over-allotments, if any. The
offering will be made pursuant to a shelf registration statement
filed with the Securities and Exchange Commission on February 16,
2010, which has been declared effective, and a preliminary
prospectus supplement, filed with the Securities and Exchange
Commission on February 22, 2010. (Logo:
http://www.newscom.com/cgi-bin/prnh/20050726/CGTREELOGO) TreeHouse
will use the net proceeds of the offering to fund, in part, the
previously announced and pending acquisition of Sturm Foods, Inc.
TreeHouse expects to close the acquisition of Sturm Foods on March
2, 2010. TreeHouse intends to finance the remaining portion of the
acquisition of Sturm Foods through a draw-down on its existing
credit facility as well as a previously announced underwritten
public offering of $400 million aggregate principal amount of
7.750% senior notes due 2018, pursuant to a separate prospectus
supplement. BofA Merrill Lynch and Morgan Stanley are acting as
joint book-running managers for the common stock offering. Copies
of the prospectus and preliminary prospectus supplement relating to
the common stock offering may be obtained from BofA Merrill Lynch,
Attention: Preliminary Prospectus Department, 4 World Financial
Center, New York, NY 10080 () or Morgan Stanley, Attention:
Prospectus Department, 180 Varick Street, 2nd Floor, New York, New
York 10014 (1-866-718-1649 or ). TreeHouse has filed a registration
statement (including a prospectus, a preliminary prospectus
supplement dated February 22, 2010 relating to the common stock
offering and a preliminary prospectus supplement dated February 16,
2010 relating to the notes offering) with the Securities and
Exchange Commission for the offerings to which this communication
relates. Before you invest, you should read the prospectus in that
registration statement and other documents TreeHouse has filed with
the Securities and Exchange Commission for more complete
information about TreeHouse and the offerings. You may get these
documents for free by visiting EDGAR on the SEC Web site at
http://www.sec.gov/. Alternatively, TreeHouse, any underwriter or
any dealer participating in the offerings will arrange to send you
the relevant prospectus, when available, if you request it by
calling TreeHouse's Investor Relations department at 708-483-1300
Ext 1331. This press release does not constitute an offer to sell,
or the solicitation of an offer to buy, any securities of
TreeHouse, nor will there be any sale of securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification. ABOUT TREEHOUSE
FOODS TreeHouse is a food manufacturer servicing primarily the
retail grocery and foodservice channels. Its products include
non-dairy powdered coffee creamer; canned soup, salad dressings and
sauces; salsa and Mexican sauces; jams and pie fillings under the
E.D. Smith brand name; pickles and related products; infant feeding
products; and other food products including aseptic sauces,
refrigerated salad dressings, and liquid non-dairy creamer.
TreeHouse believes it is the largest manufacturer of pickles and
non-dairy powdered creamer in the United States and the largest
manufacturer of private label salad dressings in the United States
and Canada based on sales volume. CAUTION REGARDING FORWARD-LOOKING
STATEMENTS This press release contains "forward-looking
statements." Forward-looking statements include all statements that
do not relate solely to historical or current facts, and can
generally be identified by the use of words such as "may,"
"should," "could," "expects," "seek to," "anticipates," "plans,"
"believes," "estimates," "intends," "predicts," "projects,"
"potential" or "continue" or the negative of such terms and other
comparable terminology. These statements are only predictions. The
outcome of the events described in these forward-looking statements
is subject to known and unknown risks, uncertainties and other
factors that may cause TreeHouse's or its industry's actual
results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity,
performance or achievement expressed or implied by these
forward-looking statements. TreeHouse's Form 10-K for the year
ended December 31, 2009 and the prospectus (including any
prospectus supplements) related to the offerings discuss some of
the factors that could contribute to these differences. You are
cautioned not to unduly rely on such forward-looking statements,
which speak only as of the date made, when evaluating the
information presented in this presentation. TreeHouse expressly
disclaims any obligation or undertaking to disseminate any updates
or revisions to any forward-looking statement contained herein, to
reflect any change in its expectations with regard thereto, or any
other change in events, conditions or circumstances on which any
statement is based.
http://www.newscom.com/cgi-bin/prnh/20050726/CGTREELOGODATASOURCE:
TreeHouse Foods, Inc. CONTACT: Investor Relations, +1-708-483-1300
ext 1331 Web Site: http://www.treehousefoods.com/
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