TreeHouse Announces Pricing of Common Stock Offering to Fund Flagstone Foods Acquisition

 TreeHouse Announces Pricing of Common Stock Offering to Fund Flagstone Foods
                                 Acquisition

PR Newswire

OAK BROOK, Ill., July 16, 2014

OAK BROOK, Ill., July 16, 2014 /PRNewswire/ -- TreeHouse Foods, Inc. (NYSE:
THS) announced today that it priced its previously announced underwritten
public offering of 4,304,636 shares of common stock at $75.50 per share. The
offering yields gross proceeds to TreeHouse of $325,000,018 and, net of
underwriting discount, proceeds of $312,000,017. The offering includes a
30-day option for the underwriters to purchase up to an additional 645,695
shares of common stock. The offering is expected to close on July 22, 2014,
subject to customary conditions.

TreeHouse intends to use the net proceeds of the offering to fund, in part,
the previously announced acquisition of Flagstone Foods ("Flagstone").
TreeHouse expects to close the acquisition of Flagstone in the third quarter
of 2014, however the common stock offering is not conditioned on the closing
of the acquisition of Flagstone. TreeHouse intends to finance the remaining
portion of the acquisition of Flagstone through borrowings under its existing
credit agreement.

J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, and BofA Merrill
Lynch are acting as joint book-running managers for the common stock offering.
BMO Capital Markets Corp. and SunTrust Robinson Humphrey, Inc. are acting as
lead managers for the common stock offering. Barclays Capital Inc., BB&T
Capital Markets, a division of BB&T Securities, LLC, William Blair & Company,
L.L.C. and Stephens Inc. are acting as co-managers for the common stock
offering. This offering is being made pursuant to an effective shelf
registration statement filed with the SEC on November 20, 2013, and a
preliminary prospectus supplement filed with the SEC on July 15, 2014,copies
of which may be obtained from J.P. Morgan Securities LLC, Attention:
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or
by telephone (866) 803-9204, Wells Fargo Securities, LLC Attention: Equity
Syndicate Department, 375 Park Avenue, New York, New York 10152, telephone:
(800) 326-5897 or via email at cmclientsupport@wellsfargo.com, BofA Merrill
Lynch, 222 Broadway, New York, NY 10038, Attention: Prospectus Department,
Email: dg.prospectus_requests@baml.com, BMO Capital Markets Corp., Attention:
Prospectus Department, 3 Times Square, New York, NY 10036, by calling (800)
414-3627 or by email at bmoprospectus@bmo.com and SunTrust Robinson Humphrey,
Inc. collect at (404) 926-5463 or through the SEC website at www.sec.gov.

A final prospectus supplement relating to the offering will also be filed with
the SEC and, when available, may be obtained by contacting the parties above.
Before you invest, you should read the prospectus in the registration
statement and other documents TreeHouse has filed with the SEC for more
complete information about TreeHouse and the offering.

This press release does not constitute an offer to sell, or the solicitation
of an offer to buy, any securities of TreeHouse, nor will there be any sale of
securities in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification.

ABOUT TREEHOUSE FOODS

TreeHouse is a food manufacturer servicing primarily the retail grocery and
foodservice distribution channels. Our products include non-dairy powdered
creamers and sweeteners; condensed, ready to serve and powdered soups;
refrigerated and shelf stable salad dressings and sauces; powdered drink
mixes; single serve hot beverages; specialty teas; hot and cold cereals;
macaroni and cheese, skillet dinners, and other value-added side dishes and
salads; salsa and Mexican sauces; jams and pie fillings; pickles and related
products; aseptic sauces; and liquid non-dairy creamer. We believe we are the
largest manufacturer of pickles and non-dairy powdered creamer in the United
States, and the largest manufacturer of private label salad dressings,
powdered drink mixes, and instant hot cereals in the United States and Canada,
based on sales volume.

Additional information, including TreeHouse's most recent statements on Forms
10-Q and 10-K, may be found at the SEC website, www.sec.gov.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This press release contains "forward-looking statements." Forward-looking
statements include all statements that do not relate solely to historical or
current facts, and can generally be identified by the use of words such as
"may," "should," "could," "expects," "seek to," "anticipates," "plans,"
"believes," "estimates," "intends," "predicts," "projects," "potential" or
"continue" or the negative of such terms and other comparable terminology.
These statements are only predictions. The outcome of the events described in
these forward-looking statements is subject to known and unknown risks,
uncertainties and other factors that may cause TreeHouse or its industry's
actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance
or achievements expressed or implied by these forward-looking statements.
TreeHouse's Form 10-K for the year ended December 31, 2013 and other filings
with the SEC, discuss some of the factors that could contribute to these
differences. You are cautioned not to unduly rely on such forward-looking
statements, which speak only as of the date made, when evaluating the
information presented in this press release. TreeHouse expressly disclaims any
obligation or undertaking to disseminate any updates or revisions to any
forward-looking statement contained herein, to reflect any change in its
expectations with regard thereto, or any other change in events, conditions or
circumstances on which any statement is based.

SOURCE TreeHouse Foods, Inc.

Website: http://www.treehousefoods.com
Contact: Investor Relations, 708.483.1300 Ext 1331
 
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