---
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"
generated_at: "2026-05-16T03:14:36.168203+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001320695-26-000014
- form_type: 8-K
- cik: 0001320695
- company_name: TreeHouse Foods, Inc.
- filed_at: 2026-02-11T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001320695-26-000014
- JSON: https://secwatch.observer/filing/0001320695-26-000014.json
- Plain text: https://secwatch.observer/filing/0001320695-26-000014.txt

## 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_url: https://www.sec.gov/Archives/edgar/data/1320695/000132069526000014/0001320695-26-000014-index.htm
- 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_url: https://www.sec.gov/Archives/edgar/data/1320695/000132069526000014/0001320695-26-000014-index.htm
- 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_url: https://www.sec.gov/Archives/edgar/data/1320695/000132069526000014/0001320695-26-000014-index.htm
- 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_url: https://www.sec.gov/Archives/edgar/data/1320695/000132069526000014/0001320695-26-000014-index.htm
- 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_url: https://www.sec.gov/Archives/edgar/data/1320695/000132069526000014/0001320695-26-000014-index.htm
- 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_url: https://www.sec.gov/Archives/edgar/data/1320695/000132069526000014/0001320695-26-000014-index.htm
- 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_url: https://www.sec.gov/Archives/edgar/data/1320695/000132069526000014/0001320695-26-000014-index.htm
- 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_url: https://www.sec.gov/Archives/edgar/data/1320695/000132069526000014/0001320695-26-000014-index.htm
- 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_url: https://www.sec.gov/Archives/edgar/data/1320695/000132069526000014/0001320695-26-000014-index.htm
- 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_url: https://www.sec.gov/Archives/edgar/data/1320695/000132069526000014/0001320695-26-000014-index.htm
- 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, 2025, the “Existing Credit Agreement”), by and among the Company, Bank of America, N.A., as agent, letter of credit issuer and swing line lender, and each lender party thereto.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1320695/000132069526000014/0001320695-26-000014-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.