Form 8-K
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): April
24, 2006
TREEHOUSE
FOODS, INC.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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001-32504
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20-2311383
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(State
or other jurisdiction
of
incorporation)
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(Commission
file number)
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(
I.R.S. employer
identification
no.)
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Two
Westbrook Corporate Center
Suite
1070
Westchester,
IL 60154
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60154
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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
Not
Applicable
(Former
name or former address, if changed since last report)
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
2.01 Completion
of Acquisition or Disposition of Assets
On
April 24, 2006 (the “Closing Date”), TreeHouse Foods, Inc., a Delaware
corporation (“TreeHouse”), completed its previously announced pending
acquisition of the private label soup and infant feeding businesses of Del
Monte
Corporation, a Delaware corporation (the “Seller”), a wholly-owned subsidiary of
Del Monte Foods Company. Pursuant to the terms of the Asset Purchase Agreement
with Seller (the “Agreement”), TreeHouse acquired the Seller’s real estate,
equipment, machinery, inventory, raw materials, intellectual property and
other
assets primarily related to the Seller’s (1) private label soup business, (2)
infant feeding business conducted under the brand name Nature’s Goodness®, and
(3) the food service soup business (hereinafter collectively referred to
as the
“Businesses”), and assumed certain liabilities to the extent related thereto.
The
assets of the Businesses acquired by TreeHouse include a manufacturing facility
in Pittsburgh, Pennsylvania, manufacturing assets located at the Seller’s
Mendota, Illinois facility (ownership of which facility will be retained
by the
Seller and co-occupied by TreeHouse under a long-term lease arrangement)
and
certain other assets as outlined in the Agreement. In connection with
TreeHouse’s acquisition of the Businesses, TreeHouse and the Seller entered into
transition services, facilities sharing, co-pack and other ancillary
arrangements pursuant to the Agreement.
On
the
Closing Date, TreeHouse paid an aggregate cash purchase price of $268 million
plus an adjustment for working capital for the Businesses, substantially
all of
which was financed through borrowings under TreeHouse’s existing $400 million
credit facility.
The
foregoing description does not purport to be a complete statement of the
parties’ rights and obligations under the Agreement and the transactions
contemplated thereby or a complete explanation of the material terms thereof.
The foregoing description is qualified in its entirety by reference to the
Agreement, a copy of which is attached as Exhibit 2.1 to the Form 8-K filed
by
TreeHouse on March 2, 2006 and is incorporated by reference herein.
Item
2.03 Creation
of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
In
connection with the Company’s acquisition of the Businesses, the Company
financed substantially all of the purchase price through a draw down on its
existing unsecured revolving credit facility under a Credit Agreement (the
“Credit Agreement”), dated as of June 27, 2005, with Bank of America, N.A.,
as Administrative Agent, Swing Line Lender and L/C Issuer, the other Lenders
party thereto, Banc of America Securities LLC and J.P. Morgan Securities
Inc.,
as Joint Lead Arrangers and Joint Book Managers, and JPMorgan Chase Bank,
N.A.
as Syndication Agent.
The
foregoing disclosure is qualified in its entirety by reference to the
description of the Credit Agreement contained in the Form
8-K
filed by TreeHouse on June 27,
2005, which such description is incorporated by reference herein.
Item
9.01 Financial
Statements and Exhibits
(a) Financial
statements of businesses acquired.
The
financial statements required by this item are not included in this initial
report. The required financial statements will be filed by amendment as soon
as
practicable, but not later than 71 days after the date this Current Report
on
Form 8-K is required to be filed.
(b)
Pro
forma financial information.
The
pro
forma financial statements required by this item are not included with this
initial report. The required pro forma financial statements will be filed
by
amendment as soon as practicable, but not later than 71 days after the date
this
Current Report on Form 8-K is required to be filed.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Date:
April 24, 2006
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TreeHouse
Foods, Inc.
By: /s/
Thomas E.
O’Neill
Thomas
E. O’Neill
General
Counsel, Senior Vice President,
Chief
Administrative Officer and officer duly
authorized to sign on behalf of the registrant
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