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

OAK BROOK, Ill., Jan. 20, 2016 /PRNewswire/ -- TreeHouse Foods, Inc. (NYSE: THS) announced today that it intends to offer, subject to market and other conditions, up to $750 million in aggregate gross proceeds 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% of the total shares of its common stock sold in the offering.

TreeHouse intends to use the net proceeds of the offering to fund, in part, the previously announced acquisition of ConAgra Foods' (NYSE: CAG) private brands business.

BofA Merrill Lynch, J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, BMO Capital Markets and SunTrust Robinson Humphrey are acting as joint book-running managers for the common stock offering.  Barclays Capital Inc., Rabo Securities, KeyBanc Capital Markets, BB&T Capital Markets, a division of BB&T Securities, LLC, William Blair & Company, L.L.C. and Credit Suisse 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 BofA Merrill Lynch, 222 Broadway, New York, NY 10038, Attention: Prospectus Department, Email: dg.prospectus_requests@baml.com, 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 cmclientsupport@wellsfargo.com,  BMO Capital Markets Corp., Attention: Prospectus Department, 3 Times Square, New York, NY 10036, by calling (800) 414-3627 or by email at bmoprospectus@bmo.com and SunTrust Robinson Humphrey, Inc. collect at (404) 926-5463 or through the SEC website at www.sec.gov. 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.

The offering is subject to market and other conditions and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of 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's website, www.sec.gov.

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 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 TreeHouse's current expectations and beliefs concerning future developments and their potential effect on the company. These forward-looking statements and other information are based on the company's beliefs as well as assumptions made by the company using information currently available. Such statements reflect TreeHouse's 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 anticipated, believed, estimated, expected or intended. 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 the company's industry; quarterly or cyclical variations in financial results; the ability to obtain suitable pricing for our products; development of new products and services; the level of indebtedness; the availability of financing on commercially reasonable terms; cost of borrowing; the 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 the company's customers and suppliers; consolidations in the retail grocery and foodservice industries; the ability to continue to make acquisitions in accordance with the company's business strategy or effectively manage the growth from acquisitions; the 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 the company's 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 of the private brands business; delay or failure in completing such acquisition; and other risks that are described. TreeHouse's Form 10-K for the year ended December 31, 2014, and other filings with the SEC, 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 press release.  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.

 

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SOURCE TreeHouse Foods, Inc.

Investor Relations, 708.483.1300 Ext 1331