Current Report Filing (8-k)
January 13 2020 - 4:31PM
Edgar (US Regulatory)
false 0001320695 0001320695 2020-01-13 2020-01-13
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 13, 2020
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
Suite 600
Oak Brook, IL
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60523
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(Address of Principal Executive Offices)
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(Zip Code)
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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))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, $0.01 par value
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THS
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NYSE
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01.
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Regulation FD Disclosure
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On January 13, 2020, TreeHouse Foods, Inc. (the “Company”) issued a press release announcing the termination of the previously disclosed asset sale agreement with Post Holdings of the Company’s private label ready-to-eat cereal business (the “TreeHouse RTE cereal business”) and in light of such termination, the immediate commencement of the process to sell the TreeHouse RTE cereal business. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.
On January 13, 2020, the Company terminated its asset sale agreement with Post Holdings due to the Federal Trade Commissions’ decision to challenge the sale of the TreeHouse RTE cereal business and immediately thereafter, the Company commenced the process to sell such business.
The information in this Form 8-K under Item 7.01, Item 8.01, and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific referencing in such filing.
Section 9 – Financial Statements and Exhibits
(d) Exhibits:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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TreeHouse Foods, Inc.
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Date: January 13, 2020
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By:
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/s/ Thomas E. O’Neill
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Thomas E. O’Neill
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General Counsel, Executive Vice President, Chief Administrative Officer and officer duly authorized to sign on behalf of the registrant
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