TREEHOUSE FOODS, INC. (NYSE:THS) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On December1, 2017, the Company entered into the Second Amended and Restated Credit Agreement, dated as of December1, 2017 (the “Credit Agreement”), among the Company, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
The Credit Agreement amends, restates and replaces the Company’s existing Credit Agreement, dated as of February1, 2016 (as amended from time to time prior to February1, 2016, the “Prior Credit Agreement”), to which the Company obtained a $900,000,000 revolving credit facility (the “Revolving Facility”), a $295,000,000 term A loan (the “Term A Loan”), a $190,000,000 tranche A-1 term loan (the “Tranche A-1 Term Loan”), and a $1,025,000,000 tranche A-2 term loan (the “Tranche A-2 Term Loan” and, together with the Term A Loan and the Tranche A-1 Term Loan, the “Term Loans”). to the Credit Agreement the Company (i)continued and extended the maturity of the Revolving Facility and the Tranche A-1 Term Loan, (ii)decreased the aggregate size of the Revolving Facility to $750,000,000, (iii) increased the aggregate size of the Term A Loan to $500,000,000 and (iv)discontinued the Tranche A-2 Term Loan and converted all outstanding Tranche A-2 Term Loan amounts to the Tranche A-1 Term Loan such that the aggregate size of the Tranche A-1 Loan is now $900,000,000.
The Revolving Facility and the Tranche A-1 Term Loan mature on February1, 2023. The initial pricing for the Revolving Facility and the Tranche A-1 Term Loan is determined by LIBOR plus a margin of 1.40%. Thereafter, the Revolving Facility and the Tranche A-1 Term Loan will bear interest at a rate per annum equal to (i)LIBOR plus a margin ranging from 1.20% to 1.60% based on the Company’s consolidated net leverage ratio or corporate credit rating (whichever produces lower pricing) or (ii)a Base Rate (as defined in the Credit Agreement) plus a margin ranging from 0.20% to 0.60% based on the Company’s consolidated net leverage ratio or corporate credit rating (whichever produces lower pricing). The Company will also pay an unused fee on the Revolving Facility ranging from 0.20% to 0.30% based on the Company’s consolidated net leverage ratio or corporate credit rating (whichever produces lower pricing), with the initial unused fee set at 0.25%. The Revolving Facility includes sub-facilities for swing line loans and letters of credit.
The Term A Loan matures on February1, 2025. The initial pricing for the Term A Loan is determined by LIBOR plus a margin of 1.875%. Thereafter, the Term A Loan will bear interest at a rate per annum equal to (i)LIBOR plus a margin ranging from 1.675% to 2.075% based on the Company’s consolidated net leverage ratio or corporate credit rating (whichever produces lower pricing) or (ii)a Base Rate (as defined in the Credit Agreement) plus a margin ranging from 0.675% to 1.075% based on the Company’s consolidated net leverage ratio or corporate credit rating (whichever produces lower pricing); provided that the Company and Term A Loan lenders may agree to a quoted fixed rate for the Term A Loan at a future date.
The Credit Agreement contains substantially the same covenants as the Prior Credit Agreement other than the elimination of the consolidated cash interest coverage ratio covenant contained in the Prior Credit Agreement. The covenants include a financial covenant requiring that the Company maintains a certain consolidated net leverage ratio and other covenants, including with respect to limitations on liens, investments, indebtedness, mergers, consolidations and acquisitions, dispositions of assets, restricted payments, changes in the nature of the Company’s business, transactions with affiliates, burdensome agreements, use of proceeds, sale and leaseback transactions and amendments to organizational documents. The Credit Agreement also contains customary representations, warranties and events of default.
The Company’s obligations under the Credit Agreement are guaranteed by substantially all of its wholly-owned domestic subsidiaries.
The descriptions of the Credit Agreement set forth above are qualified in their entirety by reference to the Credit Agreement filed as Exhibit 10.1 to this Current Report on Form8-Kand incorporated by reference herein
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Exhibit Number |
Exhibit Description |
| 10.1 | Second Amended and Restated Credit Agreement, dated December1, 2017 |
| 99.1 | Press Release dated December1, 2017, announcing the Second Amended and Restated Credit Agreement, dated December1, 2017 |
Exhibit Index
TreeHouse Foods, Inc. ExhibitEX-10.1 2 d453325dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 EXECUTION VERSION Deal CUSIP : 89468XAM7 Revolver CUSIP: 89468XAQ8 Term A CUSIP: 89468XAR6 Term A-1 CUSIP: 89468XAN5 SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 1,…To view the full exhibit click here
About TREEHOUSE FOODS, INC. (NYSE:THS)
TreeHouse Foods, Inc. is a consumer packaged food and beverage manufacturing company. The Company’s segments include North American Retail Grocery, Food Away From Home, and Industrial and Export. It manufactures a range of shelf stable, refrigerated and fresh products. Its product categories include beverages, salad dressings, snacks, beverage enhancers, pickles, Mexican and other sauces, soup and infant feeding, cereals, dry dinners, aseptic products, jams and other products. The Company offers its services to retail grocery, food away from home, and industrial and export customers. It has approximately 20 manufacturing facilities across the United States and Canada. With its offering of packaging formats and flavor profiles, the Company also offers natural, organic and preservative-free ingredients in various categories. It supplies to approximately 200 food retail customers in North America.