Investindustrial completes $2.9B acquisition of TreeHouse Foods; shareholders receive $22.50/share plus CVR

TreeHouse Foods, Inc.

Shareholders receive $22.50/share cash + CVR tied to coffee litigation proceeds.
Total Enterprise Value $2.9B; cash premium of 38% to pre-speculation close on Sept 26, 2025.
TreeHouse common stock delisted from NYSE; company becomes private subsidiary of Investindustrial.
New $1B term loan, $400M ABL facility, and $800M 7.75% notes due 2033 issued to finance deal.
Board replaced: Amelie Flammia, Gregory Read, Jeffrey Everhart become directors; prior directors removed.

item 1.01 item 1.02 item 2.01 item 2.03 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 8.01 item 9.01

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Source-grounded claims

296d8d8d54f5da24731cde513f893b56e959e039

TreeHouse Foods, Inc. incurred term loan of $1,000 million with Royal Bank of Canada.

which provides for a new senior secured term loan facility in an aggregate principal amount of $1,000 million

SEC 8-K Item 2.03/2.04 confidence 0.9 SEC evidence

874d7e7f7aa2b6bba5aeef42e5e422b92a1b06d7

TreeHouse Foods, Inc. incurred senior notes of $800 million with Deutsche Bank Trust Company Americas at 7.750% maturing 2033.

governing Merger Sub’s issuance of 7.750% Senior Secured Notes due 2033 with an initial aggregate principal amount of $800 million

SEC 8-K Item 2.03/2.04 confidence 0.9 SEC evidence

c31638be20654a35c22dc41b5ad5c9525c690a1e

TreeHouse Foods, Inc. incurred revolving credit of up to $400.0 million with Royal Bank of Canada.

which provides for a senior secured asset-backed revolving credit facility in an aggregate committed amount of up to $400.0 million

SEC 8-K Item 2.03/2.04 confidence 0.9 SEC evidence

1fa74b3103868f9349ce5a050cd4368dee74ea45

TreeHouse Foods, Inc.: The bylaws of the surviving corporation were replaced by the bylaws of Merger Sub, with references to Merger Sub replaced by the Company's name.

At the Effective Time, (i) the articles of incorporation of the Company, as the surviving corporation, were amended and restated in their entirety and (ii) the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, became the bylaws of the Company, as the surviving corporation, in accordance with the terms of the Merger Agreement (except that references to the name of Merger Sub were replaced by the name of the Company).

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

8182c9dbbcdda0c884bcb1e9e7c6a7d1d862ac6d

TreeHouse Foods, Inc.: The articles of incorporation were amended and restated in their entirety in connection with the merger.

At the Effective Time, (i) the articles of incorporation of the Company, as the surviving corporation, were amended and restated in their entirety and (ii) the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, became the bylaws of the Company, as the surviving corporation, in accordance with the terms of the Merger Agreement (except that references to the name of Merger Sub were replaced by the name of the Company).

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

17a73a71d738c2920ccd5bba6cd11d1f8bbcb999

TreeHouse Foods, Inc. underwent a change of control involving Industrial F&B Investments II, Inc. for $22.50 in cash (closed 2026-02-11).

☐ INTRODUCTION On February 11, 2026 (the “Closing Date”), pursuant to the Agreement and Plan of Merger, dated as of November 10, 2025 (as it may be amended from time to time, the “Merger Agreement”), by and among Industrial F&B Investments II, Inc., a Delaware corporation (“Parent”), Industrial F&B Investments III, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and TreeHouse Foods, Inc., a Delaware corporation (“Treehouse” or the “Company”), Merger Sub merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”).

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

5aeb9c510b4164338148f956dc8a1bd5481497ad

TreeHouse Foods, Inc. entered into New Term Loan Credit Agreement with Royal Bank of Canada, as administrative agent and collateral agent, and the lenders and financial institutions party thereto from time to time valued at $1,000 million.

Parent entered into that certain Credit Agreement among Parent, as holdings, Merger Sub, as borrower and, upon consummation of the Merger, the Company as the borrower, certain of the Company’s subsidiaries (the “Subsidiary Guarantors”), Royal Bank of Canada, as administrative agent and collateral agent, and the lenders and financial institutions party thereto from time to time (the “New Term Loan Credit Agreement”), which provides for a new senior secured term loan facility in an aggregate principal amount of $1,000 million