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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/18/16 TreeHouse Foods, Inc. 10-K 12/31/15 162:12M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.26M
3: EX-4.10 Instrument Defining the Rights of Security Holders HTML 65K
4: EX-4.11 Instrument Defining the Rights of Security Holders HTML 71K
2: EX-4.9 Instrument Defining the Rights of Security Holders HTML 63K
6: EX-21.1 Subsidiaries List HTML 41K
7: EX-23.1 Consent of Experts or Counsel HTML 43K
5: EX-12.1 Statement re: Computation of Ratios HTML 61K
8: EX-31.1 Certification -- §302 - SOA'02 HTML 49K
9: EX-31.2 Certification -- §302 - SOA'02 HTML 49K
10: EX-32.1 Certification -- §906 - SOA'02 HTML 44K
11: EX-32.2 Certification -- §906 - SOA'02 HTML 44K
18: R1 Document and Entity Information HTML 73K
19: R2 Consolidated Balance Sheets HTML 117K
20: R3 Consolidated Balance Sheets (Parenthetical) HTML 62K
21: R4 Consolidated Statements of Income HTML 104K
22: R5 Consolidated Statements of Comprehensive Income HTML 69K
23: R6 Consolidated Statements of Comprehensive Income HTML 47K
(Parenthetical)
24: R7 Consolidated Statements of Stockholders' Equity HTML 86K
25: R8 Consolidated Statements of Cash Flows HTML 165K
26: R9 Summary of Significant Accounting Policies HTML 64K
27: R10 Recently Issued Accounting Pronouncements HTML 57K
28: R11 Restructuring HTML 55K
29: R12 Acquisitions HTML 79K
30: R13 Investments HTML 50K
31: R14 Inventories HTML 50K
32: R15 Property, Plant, and Equipment HTML 51K
33: R16 Goodwill and Intangible Assets HTML 79K
34: R17 Accounts Payable and Accrued Expenses HTML 49K
35: R18 Income Taxes HTML 91K
36: R19 Long-Term Debt HTML 72K
37: R20 Stockholders' Equity HTML 51K
38: R21 Earnings Per Share HTML 54K
39: R22 Stock-Based Compensation HTML 90K
40: R23 Accumulated Other Comprehensive Loss HTML 81K
41: R24 Employee Pension and Postretirement Benefit Plans HTML 141K
42: R25 Other Operating Expense, Net HTML 48K
43: R26 Supplemental Cash Flow Information HTML 49K
44: R27 Commitments and Contingencies HTML 62K
45: R28 Derivative Instruments HTML 74K
46: R29 Fair Value HTML 60K
47: R30 Segment and Geographic Information and Major HTML 92K
Customers
48: R31 Quarterly Results of Operations HTML 59K
49: R32 Guarantor and Non-Guarantor Financial Information HTML 276K
50: R33 Subsequent Events HTML 50K
51: R34 Valuation and Qualifying Accounts HTML 50K
52: R35 Summary of Significant Accounting Policies HTML 125K
(Policies)
53: R36 Summary of Significant Accounting Policies HTML 49K
(Tables)
54: R37 Restructuring (Tables) HTML 49K
55: R38 Acquisitions (Tables) HTML 71K
56: R39 Investments (Tables) HTML 47K
57: R40 Inventories (Tables) HTML 47K
58: R41 Property, Plant, and Equipment (Tables) HTML 50K
59: R42 Goodwill and Intangible Assets (Tables) HTML 82K
60: R43 Accounts Payable and Accrued Expenses (Tables) HTML 49K
61: R44 Income Taxes (Tables) HTML 93K
62: R45 Long-Term Debt (Tables) HTML 55K
63: R46 Earnings Per Share (Tables) HTML 52K
64: R47 Stock-Based Compensation (Tables) HTML 93K
65: R48 Accumulated Other Comprehensive Loss (Tables) HTML 80K
66: R49 Employee Pension and Postretirement Benefit Plans HTML 154K
(Tables)
67: R50 Other Operating Expense, Net (Tables) HTML 48K
68: R51 Supplemental Cash Flow Information (Tables) HTML 47K
69: R52 Commitments and Contingencies (Tables) HTML 60K
70: R53 Derivative Instruments (Tables) HTML 63K
71: R54 Fair Value (Tables) HTML 56K
72: R55 Segment and Geographic Information and Major HTML 87K
Customers (Tables)
73: R56 Quarterly Results of Operations (Tables) HTML 58K
74: R57 Guarantor and Non-Guarantor Financial Information HTML 279K
(Tables)
75: R58 Summary of Significant Accounting Policies - HTML 57K
Additional Information (Detail)
76: R59 Estimated Useful Lives of Assets (Detail) HTML 55K
77: R60 Estimated Useful Lives of Intangible Assets HTML 69K
(Detail)
78: R61 Restructuring - Additional Information (Detail) HTML 63K
79: R62 Aggregate Expenses Incurred Associated with HTML 64K
Facility Closure (Detail)
80: R63 Acquisitions - Additional Information (Detail) HTML 109K
81: R64 Purchase Price Allocation to Net Tangible and HTML 101K
Intangible Assets Acquired and Liabilities Assumed
(Detail)
82: R65 Business Acquisition Pro Forma Information HTML 57K
(Detail)
83: R66 Investments (Detail) HTML 53K
84: R67 Investments - Additional Information (Detail) HTML 60K
85: R68 Inventories (Detail) HTML 54K
86: R69 Inventories - Additional Information (Detail) HTML 52K
87: R70 Property, Plant, and Equipment (Detail) HTML 62K
88: R71 Property, Plant, and Equipment - Additional HTML 46K
Information (Detail)
89: R72 Changes in Carrying Amount of Goodwill (Detail) HTML 66K
90: R73 Goodwill and Intangible Assets - Additional HTML 54K
Information (Detail)
91: R74 Carrying Amounts of Intangible Assets with HTML 48K
Indefinite Lives Other Than Goodwill (Detail)
92: R75 Gross Carrying Amounts and Accumulated HTML 67K
Amortization of Intangible Assets, with Finite
Lives (Detail)
93: R76 Goodwill and Intangible Assets - Additional HTML 57K
Information (Parenthetical) (Detail)
94: R77 Estimated Amortization Expense on Intangible HTML 55K
Assets (Detail)
95: R78 Accounts Payable and Accrued Expenses (Detail) HTML 66K
96: R79 Components of Income Before Income Taxes (Detail) HTML 55K
97: R80 Components of Provision for Income Taxes (Detail) HTML 75K
98: R81 Reconciliation of Income Tax Expense Computed at HTML 61K
U.S. Federal Statutory Tax Rate to Income Tax
Expense (Detail)
99: R82 Tax Effects of Temporary Differences Giving Rise HTML 72K
to Deferred Income Tax Assets and Liabilities
(Detail)
100: R83 Income Taxes - Additional Information (Detail) HTML 76K
101: R84 Reconciliation of Beginning and Ending Amount of HTML 60K
Unrecognized Tax Benefits (Detail)
102: R85 Long-Term Debt (Detail) HTML 72K
103: R86 Scheduled Maturities of Outstanding Debt, HTML 63K
Excluding Deferred Financing Costs (Detail)
104: R87 Long-Term Debt - Additional Information (Detail) HTML 70K
105: R88 Long-Term Debt - Additional Information - HTML 76K
Revolving Credit Facility (Detail)
106: R89 Long-Term Debt - Additional Information - Term HTML 69K
Loan (Detail)
107: R90 Long-Term Debt - Additional Information - HTML 70K
Acquisition Term Loan (Detail)
108: R91 Long-Term Debt - Additional Information - 2022 HTML 89K
Notes (Detail)
109: R92 Long-Term Debt - Additional Information - Tax HTML 58K
Increment Financing (Detail)
110: R93 Long-Term Debt - Additional Information - Capital HTML 47K
Lease and Other Obligations (Detail)
111: R94 Long-Term Debt - Additional Information - Deferred HTML 61K
financing costs (Detail)
112: R95 Stockholders' Equity - Additional Information HTML 69K
(Detail)
113: R96 Summary of Effect of Share-Based Compensation HTML 74K
Awards on Weighted Average Number of Shares
Outstanding Used in Calculating Diluted Earnings
Per Share (Detail)
114: R97 Summary of Effect of Share-Based Compensation HTML 48K
Awards on Weighted Average Number of Shares
Outstanding Used in Calculating Diluted Earnings
Per Share (Parenthetical) (Detail)
115: R98 Stock-Based Compensation - Additional Information HTML 123K
(Detail)
116: R99 Summary of Stock Option Activity (Detail) HTML 97K
117: R100 Summary of Employee and Director Stock Option HTML 52K
Highlights (Detail)
118: R101 Assumptions Used to Calculate Value of Option HTML 57K
Awards Granted (Detail)
119: R102 Summary of Restricted Stock and Restricted Stock HTML 72K
Unit Activity (Detail)
120: R103 Summary of Employee and Director Restricted Stock HTML 52K
and Restricted Stock Highlights (Detail)
121: R104 Summary of Performance Unit Activity (Detail) HTML 67K
122: R105 Summary of Performance Unit Highlights (Detail) HTML 52K
123: R106 Components of Accumulated Other Comprehensive Loss HTML 70K
Net of Tax Except for Foreign Currency Translation
Adjustment (Detail)
124: R107 Components of Accumulated Other Comprehensive Loss HTML 50K
Net of Tax Except for Foreign Currency Translation
Adjustment (Parenthetical) (Detail)
125: R108 Reclassifications from Accumulated Other HTML 88K
Comprehensive Loss (Detail)
126: R109 Employee Pension And Postretirement Benefit Plans HTML 93K
- Additional Information (Detail)
127: R110 Multiemployer Pension Plans (Detail) HTML 73K
128: R111 Multiemployer Plans Providing More Than Five HTML 47K
Percent of Total Contributions For Following Plan
and Plan Years (Detail)
129: R112 Fair Value of Pension Plan Assets, by Asset HTML 72K
Category (Detail)
130: R113 Summarized Information about Pension and HTML 115K
Postretirement Benefit Plans (Detail)
131: R114 Accumulated Benefit Obligation (Detail) HTML 48K
132: R115 Weighted Average Assumptions Used to Determine HTML 52K
Pension Benefit Obligations (Detail)
133: R116 Key Actuarial Assumptions Used to Determine HTML 58K
Postretirement Benefit Obligations (Detail)
134: R117 Summary of Net Periodic Cost of Pension and HTML 69K
Postretirement Benefit Plans (Detail)
135: R118 Weighted Average Assumptions Used to Determine HTML 60K
Pension Benefit Costs (Detail)
136: R119 Estimated Amount That Will be Amortized From HTML 51K
Accumulated Other Comprehensive Loss Into Net
Pension Cost (Detail)
137: R120 Estimated Future Pension and Postretirement HTML 62K
Benefit Payments (Detail)
138: R121 Effect of One Percent Change in Health Care Trend HTML 53K
Rates on Postretirement Benefit Plan (Detail)
139: R122 Other Operating Expense (Detail) HTML 49K
140: R123 Supplemental Cash Flow Information (Detail) HTML 55K
141: R124 Supplemental Cash Flow Information - Additional HTML 47K
Information (Detail)
142: R125 Commitments and Contingencies - Additional HTML 51K
Information (Detail)
143: R126 Composition of Capital Leases Reflected As HTML 50K
Property, Plant And Equipment in Consolidated
Balance Sheets (Detail)
144: R127 Future Minimum Payments under Non-Cancelable HTML 99K
Capital Leases, Operating Leases and Purchase
Obligations (Detail)
145: R128 Derivative Instruments - Additional Information HTML 59K
(Detail)
146: R129 Derivative, Fair Value, and Location on Condensed HTML 58K
Consolidated Balance Sheets (Detail)
147: R130 Gains and Losses on Derivative Contracts (Detail) HTML 63K
148: R131 Carrying Value and Fair Value of Financial HTML 88K
Instruments (Detail)
149: R132 Financial Information Relating to Reportable HTML 91K
Segments (Detail)
150: R133 Segment and Geographic Information and Major HTML 59K
Customers - Additional Information (Detail)
151: R134 Long-Lived Assets by Geographic Region (Detail) HTML 51K
152: R135 Net Sale by Major Products (Detail) HTML 86K
153: R136 Summary of Unaudited Quarterly Results of HTML 73K
Operations (Detail)
154: R137 Condensed Supplemental Consolidating Balance Sheet HTML 141K
(Detail)
155: R138 Condensed Supplemental Consolidating Statement of HTML 131K
Income (Detail)
156: R139 Condensed Supplemental Consolidating Statement of HTML 99K
Comprehensive Income (Detail)
157: R140 Condensed Supplemental Consolidating Statement of HTML 129K
Cash Flows (Detail)
158: R141 Subsequent Events - Additional Information HTML 101K
(Detail)
159: R142 Valuation and Qualifying Accounts (Detail) HTML 58K
161: XML IDEA XML File -- Filing Summary XML 308K
160: EXCEL IDEA Workbook of Financial Reports XLSX 179K
12: EX-101.INS XBRL Instance -- ths-20151231 XML 3.84M
14: EX-101.CAL XBRL Calculations -- ths-20151231_cal XML 464K
15: EX-101.DEF XBRL Definitions -- ths-20151231_def XML 2.18M
16: EX-101.LAB XBRL Labels -- ths-20151231_lab XML 2.28M
17: EX-101.PRE XBRL Presentations -- ths-20151231_pre XML 2.48M
13: EX-101.SCH XBRL Schema -- ths-20151231 XSD 316K
162: ZIP XBRL Zipped Folder -- 0001193125-16-468305-xbrl Zip 346K
| EX-4.10 |
Exhibit 4.10
EXECUTION VERSION
TREEHOUSE FOODS, INC., as Issuer
THE GUARANTORS PARTY HERETO, as Guarantors
AND
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
4.875 % SENIOR NOTES DUE 2022
SEVENTH SUPPLEMENTAL INDENTURE DATED AS OF
TO THE INDENTURE DATED AS OF
This SEVENTH SUPPLEMENTAL INDENTURE, dated as of August 25, 2014 (this “Seventh Supplemental Indenture”), is by and among TreeHouse Foods, Inc., a Delaware corporation (such corporation and any successor as defined in the Base Indenture and herein, the “Company”), the existing Guarantors party to the Indenture (as defined below), American Importing Company, Inc., a Minnesota corporation, and Ann’s House of Nuts, Inc., a Maryland corporation (collectively, the “Additional Guarantors”), and Wells Fargo Bank, National Association, a national banking association, as trustee (such institution and any successor as defined in the Base Indenture, the “Trustee”).
WITNESSETH:
WHEREAS, the Company and the existing Guarantors have previously executed and delivered an Indenture, dated as of March 2, 2010 (the “Base Indenture”), with the Trustee providing for the issuance from time to time of one or more series of the Company’s senior debt securities, as amended and supplemented by a Fourth Supplemental Indenture, dated as of March 11, 2014 (the “Fourth Supplemental Indenture”), and Sixth Supplemental Indenture, dated as of July 29, 2014 (the “Sixth Supplemental Indenture and, together with the Base Indenture and the Fourth Supplemental Indenture, the “Indenture”), providing for the issuance of the Company’s 4.875% Notes due 2022 (the “Notes”);
WHEREAS, Section 4.15 of the Fourth Supplemental Indenture provides that in the event that any Domestic Subsidiary becomes a borrower under the Credit Agreement, then the Company shall cause such Domestic Subsidiary to simultaneously become a Guarantor of the Notes, in accordance with the terms of the Indenture;
WHEREAS, Section 9.01 of the Fourth Supplemental Indenture provides that the Trustee may enter into an indenture supplemental to the Indenture, without the consent of the Holders, to add any Person as a Guarantor;
WHEREAS, each of the Additional Guarantors is entering into this Seventh Supplemental Indenture to add such Additional Guarantor as a Guarantor;
WHEREAS, the Indenture is incorporated herein by reference; and
WHEREAS, all conditions necessary to authorize the execution and delivery of this Seventh Supplemental Indenture and to make it a valid and binding obligation of each of the Additional Guarantors have been completed or performed.
NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Company, the existing Guarantors, the Additional Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes.
ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.01 Definitions; Rules of Construction.
All capitalized terms used herein and not otherwise defined below shall have the meanings ascribed thereto in the Indenture. The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Seventh Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision.
ARTICLE 2
AGREEMENT TO GUARANTEE
SECTION 2.01 Agreement to Guarantee.
Each of the Additional Guarantors hereby agrees to become a party to the Indenture as a Guarantor and shall have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. Each of the Additional Guarantors agrees to be bound by all other provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture.
ARTICLE 3
MISCELLANEOUS
SECTION 3.01 Indenture Remains in Full Force and Effect.
Except as expressly amended and supplemented by this Seventh Supplemental Indenture, the Indenture shall remain in full force and effect in accordance with its terms.
SECTION 3.02 Governing Law.
THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SEVENTH SUPPLEMENTAL INDENTURE AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
SECTION 3.03 Severability.
In case any provision in this Seventh Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
2
SECTION 3.04 Counterpart Originals.
The parties may sign any number of copies of this Seventh Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement. The exchange of copies of this Seventh Supplemental Indenture and of signature pages by facsimile or portable document format (“PDF”) transmission shall constitute effective execution and delivery of this Seventh Supplemental Indenture as to the parties hereto. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
SECTION 3.05 Table of Contents, Headings, Etc.
The headings in this Seventh Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Seventh Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.
SECTION 3.06 Jury Trial Waiver.
EACH OF THE COMPANY, THE EXISTING GUARANTORS, THE ADDITIONAL GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SEVENTH SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES, THE SUBSIDIARY GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
SECTION 3.07 Concerning the Trustee.
The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Seventh Supplemental Indenture, the Subsidiary Guarantees of the Additional Guarantors or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company and the Additional Guarantors. All of the provisions contained in the Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of this Seventh Supplemental Indenture as fully and with like force and effect as though fully set forth in full herein. The Company hereby confirms to the Trustee that this Seventh Supplemental Indenture has not resulted in a material modification of the Notes for Foreign Accounting Tax Compliance Act (“FATCA”) purposes. The Company shall give the Trustee prompt written notice of any material modification of the Notes deemed to occur for FATCA purposes. The Trustee shall assume that no material modification for FATCA purposes has occurred regarding the Notes, unless the Trustee receives written notice of such modification from the Company.
[signature pages follow]
3
SIGNATURES
Dated as the date first written above.
| COMPANY: | ||||
| TREEHOUSE FOODS, INC. | ||||
| By: | ||||
| Name: | Dennis F. Riordan | |||
| Title: | Executive Vice President and Chief | |||
| Financial Officer | ||||
S-1
| GUARANTORS: | ||||
| BAY VALLEY FOODS, LLC | ||||
| By: | ||||
| Name: | Dennis F. Riordan | |||
| Title: | Executive Vice President and Chief | |||
| Financial Officer | ||||
| STURM FOODS, INC. | ||||
| By: | ||||
| Name: | Dennis F. Riordan | |||
| Title: | Executive Vice President and Chief | |||
| Financial Officer | ||||
| S.T. SPECIALTY FOODS, INC. | ||||
| By: | ||||
| Name: | Dennis F. Riordan | |||
| Title: | Executive Vice President and | |||
| Treasurer | ||||
| SNACKS PARENT CORPORATION | ||||
| By: | ||||
| Name: | Dennis F. Riordan | |||
| Title: | Executive Vice President | |||
S-2
| ADDITIONAL GUARANTORS: | ||
| AMERICAN IMPORTING COMPANY, INC. | ||
| By: | /s/ Dennis F. Riordan | |
| Name: Dennis F. Riordan | ||
| Title: Executive Vice President | ||
| ANN’S HOUSE OF NUTS, INC. | ||
| By: | /s/ Dennis F. Riordan | |
| Name: Dennis F. Riordan | ||
| Title: Executive Vice President | ||
S-3
| TRUSTEE: | ||
| WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee | ||
| By: | ||
| Name: Gregory S. Clarke | ||
| Title: Vice President | ||
S-4
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/18/16 | |||
| For Period end: | 12/31/15 | 5 | ||
| 8/25/14 | POSASR | |||
| 7/29/14 | 8-K | |||
| 3/11/14 | 4, 8-K | |||
| 3/2/10 | 8-K, POSASR | |||
| List all Filings | ||||