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 4, 2007 (August 30, 2007)
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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Two Westbrook Corporate Center
Suite 1070
Westchester, IL
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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:
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(708) 483-1300 |
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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 1.01. Entry into a Material Definitive Agreement
On August 30, 2007, TreeHouse Foods, Inc. (NYSE: THS) (“TreeHouse” or the “Company”) and Bay
Valley Foods, LLC, a wholly-owned subsidiary of TreeHouse, entered into Amendment No. 2
(“Amendment No. 2”) to its Credit Agreement, dated as of June 27, 2005 (the “Credit Agreement”),
with Bank of America, N.A., as administrative agent, and the other financial institutions party
thereto. Amendment No. 2, among other things, reduces the Available Liquidity requirement with
respect to permitted acquisitions and reduces the required Consolidated Interest Coverage Ratio of
TreeHouse at the end of each fiscal quarter. The effect of the
amendments is to increase the Company’s ability to borrow under
the Credit Agreement.
The descriptions set forth above are qualified in their entirety by Amendment No. 2, a copy
of which is filed as an exhibit to this report 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.
Effective August 30, 2007, TreeHouse exercised its option under the Credit Agreement to
increase the commitments under its revolving credit facility from $500 million to $600 million.
Proceeds from the Company’s revolving credit facility may be used for working capital and general
corporate purposes, including acquisition financing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
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Exhibit |
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Description |
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10.1
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Amendment No. 2 to Credit Agreement, dated as of
August 30, 2007, by and among TreeHouse Foods, Inc.,
Bay Valley Foods, LLC, Bank of America, N.A., in its
capacity as administrative agent, and each of the
Lenders signatory thereto. |