{"schema_version":"secwatch.filing_event.v1","accession":"0001320695-26-000014","form_type":"8-K","ticker":null,"cik":"0001320695","company_name":"TreeHouse Foods, Inc.","filed_at":"2026-02-11T23:59:59+00:00","discovered_at":"2026-05-14T18:02:34.786210+00:00","generated_at":"2026-05-16T03:14:36.168203+00:00","sec_items":["1.01","1.02","2.01","2.03","3.01","3.03","5.01","5.02","5.03","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"Investindustrial completes $2.9B acquisition of TreeHouse Foods; shareholders receive $22.50/share plus CVR","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001320695-26-000014","json":"https://secwatch.observer/filing/0001320695-26-000014.json","markdown":"https://secwatch.observer/filing/0001320695-26-000014.md","text":"https://secwatch.observer/filing/0001320695-26-000014.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1320695/000132069526000014/0001320695-26-000014-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1320695/000132069526000014/ths-20260211.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T03:14:36.168203+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"296d8d8d54f5da24731cde513f893b56e959e039","claim":"TreeHouse Foods, Inc. incurred term loan of $1,000 million with Royal Bank of Canada.","evidence_excerpt":"which provides for a new senior secured term loan facility in an aggregate principal amount of $1,000 million","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1320695/000132069526000014/0001320695-26-000014-index.htm","confidence":0.9},{"claim_id":"874d7e7f7aa2b6bba5aeef42e5e422b92a1b06d7","claim":"TreeHouse Foods, Inc. incurred senior notes of $800 million with Deutsche Bank Trust Company Americas at 7.750% maturing 2033.","evidence_excerpt":"governing Merger Sub’s issuance of 7.750% Senior Secured Notes due 2033 with an initial aggregate principal amount of $800 million","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1320695/000132069526000014/0001320695-26-000014-index.htm","confidence":0.9},{"claim_id":"c31638be20654a35c22dc41b5ad5c9525c690a1e","claim":"TreeHouse Foods, Inc. incurred revolving credit of up to $400.0 million with Royal Bank of Canada.","evidence_excerpt":"which provides for a senior secured asset-backed revolving credit facility in an aggregate committed amount of up to $400.0 million","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1320695/000132069526000014/0001320695-26-000014-index.htm","confidence":0.9},{"claim_id":"1fa74b3103868f9349ce5a050cd4368dee74ea45","claim":"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.","evidence_excerpt":"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).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1320695/000132069526000014/0001320695-26-000014-index.htm","confidence":0.9},{"claim_id":"8182c9dbbcdda0c884bcb1e9e7c6a7d1d862ac6d","claim":"TreeHouse Foods, Inc.: The articles of incorporation were amended and restated in their entirety in connection with the merger.","evidence_excerpt":"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).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1320695/000132069526000014/0001320695-26-000014-index.htm","confidence":0.9},{"claim_id":"17a73a71d738c2920ccd5bba6cd11d1f8bbcb999","claim":"TreeHouse Foods, Inc. underwent a change of control involving Industrial F&B Investments II, Inc. for $22.50 in cash (closed 2026-02-11).","evidence_excerpt":"☐ 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”).","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1320695/000132069526000014/0001320695-26-000014-index.htm","confidence":0.9},{"claim_id":"5aeb9c510b4164338148f956dc8a1bd5481497ad","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1320695/000132069526000014/0001320695-26-000014-index.htm","confidence":1.0},{"claim_id":"9b840db6ee7bc99159396e26b4cfc58a6a653380","claim":"TreeHouse Foods, Inc. entered into Notes Indenture with Deutsche Bank Trust Company Americas, as trustee and notes collateral agent valued at $800 million (effective 2026-02-11).","evidence_excerpt":"Merger Sub, as issuer, Deutsche Bank Trust Company Americas, as trustee and notes collateral agent (the “Trustee”), TreeHouse and certain of TreeHouse’s subsidiaries (the “Subsidiary Guarantors”) entered into the First Supplemental Indenture to the Indenture, dated as of February 11, 2026, among Merger Sub, as issuer, the Parent, as guarantor, and the Trustee (the “Notes Indenture”), governing Merger Sub’s issuance of 7.750% Senior Secured Notes due 2033 with an initial aggregate principal amount of $800 million","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1320695/000132069526000014/0001320695-26-000014-index.htm","confidence":1.0},{"claim_id":"b7854bcf1ce061287faa966046f45b393d518e9b","claim":"TreeHouse Foods, Inc. terminated 2028 Notes Indenture with Wells Fargo Bank, National Association (succeeded by Computershare Trust Company, N.A.), as trustee valued at $500 million.","evidence_excerpt":"on the date of the Effective Time, TreeHouse discharged that certain base indenture dated March 2, 2010 (the “2028 Notes Base Indenture”), by and among TreeHouse, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association (succeeded by Computershare Trust Company, N.A.), as trustee (the “2028 Notes Trustee”), as supplemented by a twelfth supplemental indenture, dated September 9, 2020 (the “2028 Notes Twelfth Supplemental Indenture” and, together with the 2028 Notes Base Indenture, as amended and supplemented from time to time, the “2028 Notes Indenture”), by and among TreeHouse, the subsidiary guarantors party thereto and the 2028 Notes Trustee, pursuant to which TreeHouse’s $500 million 4.000% senior notes due 2028 (the “2028 Notes”) were issued.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1320695/000132069526000014/0001320695-26-000014-index.htm","confidence":1.0},{"claim_id":"e60f69325dfe40ebe73d0777cf854a8847ec633e","claim":"TreeHouse Foods, Inc. entered into ABL 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 $400.0 million.","evidence_excerpt":"Parent entered into that certain ABL Credit Agreement among Parent, as holdings, Merger Sub, as borrower and, upon consummation of the Merger, the Company as the borrower, 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 “ABL Credit Agreement”), which provides for a senior secured asset-backed revolving credit facility in an aggregate committed amount of up to $400.0 million","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1320695/000132069526000014/0001320695-26-000014-index.htm","confidence":1.0},{"claim_id":"f997daaed57a233fd68194a1e02c6a104ae1bb40","claim":"TreeHouse Foods, Inc. terminated Existing Credit Agreement with Bank of America, N.A., as agent, letter of credit issuer and swing line lender, and each lender party thereto.","evidence_excerpt":"Concurrently with the closing of the Merger, the Company repaid all loans and terminated all credit commitments outstanding under the Third Amended and Restated Credit Agreement, dated as of January 17, 2025 (as amended by that certain First Amendment to Third Amended and Restated Credit Agreement, dated as of March 14, 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materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-213462","json":"https://secwatch.observer/filing/0001193125-26-213462.json","markdown":"https://secwatch.observer/filing/0001193125-26-213462.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/d137291d8k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"which provides for a new senior secured term loan facility in an aggregate principal amount of $1,000 million","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1320695/000132069526000014/0001320695-26-000014-index.htm","comparable_excerpt":"up to $40,000,000 aggregate principal amount of the Series 2026-1 Variable Funding Senior Secured Notes, Class 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materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251758","json":"https://secwatch.observer/filing/0001193125-26-251758.json","markdown":"https://secwatch.observer/filing/0001193125-26-251758.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/d145829d8k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"which provides for a new senior secured term loan facility in an aggregate principal amount of $1,000 million","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1320695/000132069526000014/0001320695-26-000014-index.htm","comparable_excerpt":"$65,000,000 in aggregate principal amount of 6.000% Fixed-to-Floating Rate Subordinated Notes due 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materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251741","json":"https://secwatch.observer/filing/0001193125-26-251741.json","markdown":"https://secwatch.observer/filing/0001193125-26-251741.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/0001193125-26-251741-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/d129138d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"☐ 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”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1320695/000132069526000014/0001320695-26-000014-index.htm","comparable_excerpt":"On June 1, 2026, pursuant to the terms of the Separation Agreement and the Merger Agreement, the following series of transactions occurred","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/0001193125-26-251741-index.htm"}},{"accession":"0001193125-26-251442","ticker":"RPAY","company_name":"Repay Holdings Corp","filed_at":"2026-06-01T20:14:04+00:00","headline":"REPAY closes $372M acquisition of KUBRA, funded with new $500M term loan","event_type":"m_and_a","sec_items":["1.01","2.01","1.02","9.01","2.03","7.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: debt_financing, ma_transaction, material_agreement","same SEC item: 1.01, 1.02, 2.01, 2.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251442","json":"https://secwatch.observer/filing/0001193125-26-251442.json","markdown":"https://secwatch.observer/filing/0001193125-26-251442.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/rpay-20260601.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"which provides for a new senior secured term loan facility in an aggregate principal amount of $1,000 million","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1320695/000132069526000014/0001320695-26-000014-index.htm","comparable_excerpt":"The Credit Agreement provides for (i) a senior secured first lien term loan facility in an aggregate principal amount of $500.0 million (the “Term Loan Facility”) and (ii) a senior secured first lien revolving credit facility in an aggregate principal amount of $100.0 million","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm"}},{"accession":"0001628280-26-032558","ticker":"APAD","company_name":"Enhanced Group Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Enhanced Group completes de-SPAC merger with Enhanced Ltd; redemptions of $201.7M","event_type":"m_and_a","sec_items":["1.01","2.01","5.06","3.02","9.01","4.01","3.01","3.03","5.01","5.02","5.03","5.05","7.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: governance_change, ma_transaction","same SEC item: 1.01, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a","similar 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“Company”), Merger Sub merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1320695/000132069526000014/0001320695-26-000014-index.htm","comparable_excerpt":"of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/923139/000119312526251765/0001193125-26-251765-index.htm"}},{"accession":"0001104659-26-068666","ticker":"THR","company_name":"Thermon Group Holdings, Inc.","filed_at":"2026-06-01T13:24:24+00:00","headline":"CECO Environmental completes acquisition of Thermon Group; THR shares delisted from NYSE","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: material_agreement","same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-068666","json":"https://secwatch.observer/filing/0001104659-26-068666.json","markdown":"https://secwatch.observer/filing/0001104659-26-068666.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1489096/000110465926068666/0001104659-26-068666-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1489096/000110465926068666/tm2616040d1_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1320695/000132069526000014/0001320695-26-000014-index.htm","comparable_excerpt":"In connection with the consummation of the Mergers, CECO paid or caused to be paid, on behalf of Thermon, all amounts necessary to satisfy and discharge in full the then-outstanding obligations of Thermon under that certain Amended and Restated Credit Agreement, dated September 29, 2021, by and among Thermon Holding Corp., Thermon Canada Inc., the other financial institutions or entities party thereto from time to time and JPMorgan Chase Bank, N.A., as Administrative Agent, which was further amended on November 19, 2021, March 7, 2023, and December 29, 2023 (as amended, restated, supplemented or otherwise modified from time to time, together with all related credit documentation, the “Credit Agreement”). In connection therewith, the Credit Agreement and all commitments thereunder were terminated.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1489096/000110465926068666/0001104659-26-068666-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}