TreeHouse Announces Pricing of Common Stock Offering to Fund Acquisition of ConAgra's Private Brands Business

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Jan 20, 2016, 09:15 ET

OAK BROOK, Ill., Jan. 20, 2016 /PRNewswire/ -- TreeHouse Foods, Inc. (NYSE: THS) announced today that it priced its previously announced underwritten public offering of 11,538,461 shares of common stock at $65.00 per share. The offering includes a 30-day option for the underwriters to purchase up to an additional 1,730,769 shares of common stock at the same per share price. The offering is expected to close on January 25, 2016, subject to customary conditions.

TreeHouse intends to use the net proceeds of the offering to fund, in part, the previously announced acquisition of the Private Brands Business ("Private Brands Business") of ConAgra Foods, Inc.

J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, BofA Merrill Lynch, BMO Capital Markets and SunTrust Robinson Humphrey are acting as joint book-running managers for the common stock offering. Barclays Capital Inc., BB&T Capital Markets, a division of BB&T Securities, LLC, William Blair & Company, L.L.C., Rabo Securities, Credit Suisse and KeyBanc Capital Markets are acting as co-managers for the common stock offering. This offering is being made pursuant to an effective shelf registration statement filed with the SEC on November 20, 2013, and a preliminary prospectus supplement filed with the SEC on January 20, 2016, copies of which may be obtained from J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by telephone (866) 803-9204, Wells Fargo Securities, LLC Attention: Equity Syndicate Department, 375 Park Avenue, New York, New York 10152, telephone: (800) 326-5897 or via email at [email protected], BofA Merrill Lynch, 222 Broadway, New York, NY 10038, Attention: Prospectus Department, Email: [email protected], BMO Capital Markets Corp., Attention: Prospectus Department, 3 Times Square, New York, NY 10036, by calling (800) 414-3627 or by email at [email protected] and and SunTrust Robinson Humphrey, Inc., 3333 Peachtree Road NE, 9th Floor, Atlanta, GA 30326, Attention: Prospectus Department; email: [email protected]; telephone: 404-926-5744; or fax: 404-926-5464.

A final prospectus supplement relating to the offering will also be filed with the SEC and, when available, may be obtained by contacting the parties above. Before you invest, you should read the prospectus in the registration statement and other documents TreeHouse has filed with the SEC for more complete information about TreeHouse and the offering.

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 manufacturer of packaged foods and beverages with 24 manufacturing facilities across the United States and Canada that focuses primarily on private label products for both retail grocery and food away from home customers. We manufacture a variety of shelf stable, refrigerated and fresh products, including pickles, soups, snacks, salad dressings, sauces, dry dinners, hot cereals, single serve hot beverages and beverage enhancers. We have a comprehensive offering of packaging formats and flavor profiles, and we also offer natural, organic and preservative free ingredients in many categories. Our strategy is to be the leading supplier of private label food and beverage products by providing the best balance of quality and cost to our customers.

Additional information, including TreeHouse's most recent statements on Forms 10-Q and 10-K, may be found at the SEC website, www.sec.gov.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

Certain statements and information in this release may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The words "believe," "estimate," "project," "expect," "anticipate," "plan," "intend," "foresee," "should," "would," "could" or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. These forward looking statements and other information are based on our beliefs as well as assumptions made by us using information currently available. Such statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended. We are making investors aware that such forward looking statements, because they relate to future events, are by their very nature subject to many important factors that could cause actual results to differ materially from those contemplated. Such factors include, but are not limited to: future sales to customers; the outcome of litigation and regulatory proceedings to which we may be a party; the impact of product recalls; actions of competitors; changes and developments affecting our industry; quarterly or cyclical variations in financial results; our ability to obtain suitable pricing for our products; development of new products and services; our level of indebtedness; the availability of financing on commercially reasonable terms; cost of borrowing; our ability to maintain and improve cost efficiency of operations; changes in foreign currency exchange rates; interest rates; raw material and commodity costs; changes in economic conditions; political conditions; reliance on third parties for manufacturing of products and provision of services; general U.S. and global economic conditions; the financial condition of our customers and suppliers; consolidations in the retail grocery and foodservice industries; our ability to continue to make acquisitions in accordance with our business strategy or effectively manage the growth from acquisitions; our ability to complete the other financing transactions necessary to consummate and fund the acquisition of the Private Brands Business; failure to integrate and achieve expected benefits of the acquisition of the Private Brands Business; incurrence of significant expenses to acquire and integrate the Private Brands Business; decline in market price of our common stock as a result of the acquisition of the Private Brands Business; risks relating to the combined company's substantial indebtedness following the completion of the Acquisition; delay or failure in completing the Acquisition; and other risks that are described under the heading "Risk Factors" in our other reports filed from time to time with the Securities and Exchange Commission (the "SEC").

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.

SOURCE TreeHouse Foods, Inc.