Filed Pursuant to Rule 433
Registration No. 333-164903
February 19, 2010
Registration No. 333-164903
February 19, 2010
7.750% Senior Notes due 2018
Term Sheet
February 19, 2010
February 19, 2010
Issuer:
|
TreeHouse Foods, Inc. | |
Principal Amount:
|
$400,000,000 | |
Title of Securities:
|
7.750% Senior Notes due 2018 | |
Ratings:
|
Moody’s Investors Service, Inc.: Ba2 | |
| Standard & Poor’s Ratings Services: BB- | ||
Maturity:
|
March 1, 2018 | |
Offering Price:
|
100.000% | |
Coupon:
|
7.750% | |
Yield to Maturity:
|
7.750% | |
Interest Payment Dates:
|
Each March 1 and September 1, commencing September 1, 2010 | |
Record Dates:
|
February 15 and August 15 | |
Optional Redemption:
|
Make-whole call at T+50 until March 1, 2014. | |
| On or after March 1, 2014, at the prices set forth below for the years beginning on the dates set forth below, plus accrued and unpaid interest: |
| Year | Price | |||
2014 |
103.875 | % | ||
2015 |
101.938 | % | ||
2016 and thereafter |
100.000 | % | ||
Equity Clawback:
|
Up to 35% at 107.750% prior to March 1, 2013 | |
Joint Book-Running Managers:
|
Banc of America Securities LLC Wells Fargo Securities, LLC |
|
Co-Lead Managers:
|
BMO Capital Markets Corp Rabo Securities USA, Inc. SunTrust Robinson Humphrey, Inc. |
|
Co-Managers:
|
Barclays Capital Inc. KeyBanc Capital Markets Inc. |
|
Trade Date:
|
February 19, 2010 | |
Settlement Date:
|
March 2, 2010 (T+ 7) | |
Distribution:
|
Registered Offering | |
Net Proceeds:
|
We estimate that the net proceeds of this offering will be approximately $389.8 million, after deducting commissions payable to the underwriters and estimated offering expenses payable by us. | |
CUSIP Number:
|
89469A AA2 | |
ISIN Number:
|
US89469AAA25 |
The issuer has filed a registration statement (including a prospectus) with the Securities and
Exchange Commission for the offering to which this communication relates. Before you invest, you
should read the prospectus in that registration statement, the preliminary prospectus supplement
and other documents the issuer has filed with the SEC for more complete information about the
issuer and this offering. You may get these documents for free by visiting the Next-Generation
EDGAR System on the SEC web site at www.sec.gov. Alternatively, the issuer or any underwriter will
arrange to send you the prospectus if you request it by calling either of the Joint Book-running
Managers at the numbers below:
Banc of America Securities LLC
|
800-294-1322 (toll free) | |
Wells Fargo Securities, LLC
|
800-326-5897 (toll free) |
Any disclaimers or other notices that may appear below are not applicable to this communication and
should be disregarded. Such disclaimers or other notices were automatically generated as a result
of this communication being sent via Bloomberg email or another communication system.