treehouse foods inc (THS) Key Developments
Treehouse Foods, Inc. Completes Offering of $400 Million in Aggregate Principal Amount of 4.875% Senior Notes Due 2022
Mar 11 14
On March 11, 2014, TreeHouse Foods, Inc. completed its offering of $400 million in aggregate principal amount of 4.875% senior notes due 2022.
The Company issued the Notes pursuant to an Indenture, dated March 2, 2010, between the company, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee, as supplemented by a Fourth Supplemental Indenture, dated March 11, 2014 (the Fourth Supplemental Indenture and, together with the Base Indenture, the Indenture), among the Company, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee. The Indenture provides, among other things, that the Notes will be senior unsecured obligations of the company. The company's payment obligations under the Notes are fully and unconditionally guaranteed on a senior unsecured basis by the company's existing and future domestic subsidiaries that guarantee or become borrowers under its credit facility or guarantee certain other indebtedness incurred by the company or its restricted subsidiaries. Interest is payable on the Notes on March 15 and September 15 of each year, beginning September 15, 2014. The Notes will mature on March 15, 2022. The company may redeem some or all of the Notes at any time prior to March 15, 2017 at a price equal to 100% of the principal amount of the Notes redeemed plus an applicable make-whole premium. On or after March 15, 2017, the company may redeem some or all of the Notes at redemption prices set in the Indenture. In addition, at any time prior to March 15, 2017, the company may redeem up to 35% of the Notes at a redemption price of 104.875% of the principal amount of the Notes redeemed with the net cash proceeds of certain equity offerings. Subject to certain limitations, in the event of a change of control of the company, the company will be required to make an offer to purchase the Notes at a purchase price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest.
TreeHouse Foods, Inc. Announces Tender Offer and Consent Solicitation for its 7.750% Senior Notes Due 2018
Feb 25 14
TreeHouse Foods, Inc. announced that it has commenced a cash tender offer to purchase any and all of its outstanding $400 million in aggregate principal amount of 7.750% Senior Notes due 2018 (CUSIP 89469AAA2). In connection with the Offer, TreeHouse is soliciting consents to proposed amendments that would eliminate most of the restrictive covenants and certain events of default contained in the indenture governing the 2018 Notes. The Offer is scheduled to expire at 11:59 p.m., New York City time, on March 24, 2014, unless extended or earlier terminated. Holders who validly tender their 2018 Notes and provide their consents to the Proposed Amendments prior to 5:00 p.m., New York City time, on March 10, 2014, unless extended will be eligible to receive the Total Consideration. The Offer contemplates an early settlement option, so that holders whose 2018 Notes are validly tendered prior to the Consent Expiration and accepted for purchase could receive payment on an initial settlement date, which is expected to be as early as March 11, 2014. Tenders of 2018 Notes may be validly withdrawn and consents may be validly revoked until the Withdrawal Time. Holders who validly tender their 2018 Notes after the Consent Expiration and prior to the Expiration Time will be eligible to receive the Tender Offer Consideration on the final settlement date, which is expected to be March 25, 2014. In connection with the Offer, the Company is soliciting consents to the Proposed Amendments. Holders may not tender their 2018 Notes without delivering consents or deliver consents without tendering their 2018 Notes. No Consent Payment will be made in respect of 2018 Notes tendered after the Consent Expiration. Following receipt of the consent of holders of a majority in aggregate principal amount of the 2018 Notes, the Company intends to execute a supplemental indenture to amend the indenture governing the 2018 Notes to eliminate substantially all of the restrictive covenants and certain events of default contained in the indenture governing the 2018 Notes. Tendered 2018 Notes may be withdrawn and consents may be revoked before 5:00 p.m., New York City time, on March 10, 2014, unless extended, but generally not afterwards, unless required by law. Any extension or termination of the Offer will be followed as promptly as practicable by a public announcement thereof.
Treehouse Foods, Inc. Announces Unaudited Consolidated Earnings Results for the Fourth Quarter and Full Year Ended December 31, 2013; Provides Earnings Guidance for the First Quarter and Full Year 2014
Feb 13 14
Treehouse Foods, Inc. announced unaudited consolidated earnings results for the fourth quarter and full year ended December 31, 2013. For the quarter, net sales were $660,321,000 against $592,781,000 a year ago. Operating income was $51,647,000 against $48,717,000 a year ago. Income before income taxes was $34,301,000 against $36,047,000 a year ago. Net income was $22,784,000 or $0.61 per diluted share against $25,224,000 or $0.68 per diluted share a year ago. Adjusted EBITDA was $95,487,000 against $85,292,000 a year ago. Adjusted EPS was $0.98 against $0.86 a year ago. Adjusted EBITDA was higher primarily due to favorable sales mix and lower freight costs, partially offset by incremental incentive compensation. Net sales an increase of 11.4% primarily due to acquisitions (Cains Foods and Associated Brands), and volume/mix.
For the year, net sales were $2,293,927,000 against $2,182,125,000 a year ago. Operating income was $178,164,000 against $176,827,000 a year ago. Income before income taxes was $124,910,000 against $124,209,000 a year ago. Net income was $86,988,000 or $2.33 per diluted share against $88,363,000 or $2.38 per diluted share a year ago. Adjusted EBITDA was $323,412,000 against $296,745,000 a year ago. Adjusted EPS was $3.19 against $2.79 a year ago.
In 2014, the company expects organic gross margin expansion of at least 100 basis points, due to positive sales mix and the impact of internal improvement initiatives, such as simplification. The company expects its 2014 tax rate to be 33%-34%. In 2014, the company expects adjusted earnings per fully diluted share to grow by 10%-13% to $3.50-$3.60. The company anticipates sales growth of 9%-10% in 2014, driven primarily by the full year impact of the Cains Foods and Associated Brands acquisitions. The company expects depreciation and amortization of roughly $105 million and capital spending, $90 million to $95 million. The company expects tax rate of 33% to 34%.
In the first quarter of 2014, the company expects to incur additional state income taxes related to the growth in the Company's distribution network. The timing of factory variances will also present a headwind in the first quarter. Combined, these two events are estimated to have a $0.16-$0.20 per share negative impact, resulting in first quarter 2014 adjusted earnings per share improving to a range of $0.77 to $0.80, versus $0.74 in the prior year comparable period.
Treehouse Foods, Inc., Q4 2013 Earnings Call, Feb 13, 2014
Dec 17 13
Treehouse Foods, Inc., Q4 2013 Earnings Call, Feb 13, 2014
Treehouse Foods, Inc. to Report Q4, 2013 Results on Feb 13, 2014
Dec 17 13
Treehouse Foods, Inc. announced that they will report Q4, 2013 results at 9:00 AM, Eastern Standard Time on Feb 13, 2014