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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/05/16 TreeHouse Foods, Inc. 10-Q 3/31/16 124:8.5M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 646K
2: EX-4.3 Instrument Defining the Rights of Security Holders HTML 68K
3: EX-12.1 Statement re: Computation of Ratios HTML 40K
4: EX-15.1 Letter re: Unaudited Interim Financial Info HTML 34K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 39K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 39K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 34K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 34K
15: R1 Document and Entity Information HTML 54K
16: R2 Condensed Consolidated Balance Sheets HTML 109K
17: R3 Condensed Consolidated Balance Sheets HTML 50K
(Parenthetical)
18: R4 Condensed Consolidated Statements of Operations HTML 93K
19: R5 Condensed Consolidated Statements of Comprehensive HTML 51K
Income (Loss)
20: R6 Condensed Consolidated Statements of Comprehensive HTML 35K
Income (Loss) (Parenthetical)
21: R7 Condensed Consolidated Statements of Cash Flows HTML 139K
22: R8 Basis of Presentation HTML 39K
23: R9 Recent Accounting Pronouncements HTML 44K
24: R10 Restructuring HTML 50K
25: R11 Acquisitions HTML 58K
26: R12 Investments HTML 41K
27: R13 Inventories HTML 41K
28: R14 Property, Plant, and Equipment HTML 43K
29: R15 Goodwill and Intangible Assets HTML 67K
30: R16 Accounts Payable and Accrued Expenses HTML 41K
31: R17 Income Taxes HTML 38K
32: R18 Long-Term Debt HTML 66K
33: R19 Stockholders' Equity HTML 41K
34: R20 Earnings Per Share HTML 44K
35: R21 Stock-Based Compensation HTML 81K
36: R22 Accumulated Other Comprehensive Loss HTML 64K
37: R23 Employee Retirement and Postretirement Benefits HTML 49K
38: R24 Other Operating Expense, Net HTML 38K
39: R25 Supplemental Cash Flow Information HTML 39K
40: R26 Commitments and Contingencies HTML 36K
41: R27 Derivative Instruments HTML 67K
42: R28 Fair Value HTML 53K
43: R29 Segment and Geographic Information and Major HTML 68K
Customers
44: R30 Guarantor and Non-Guarantor Financial Information HTML 237K
45: R31 Subsequent Events HTML 36K
46: R32 Restructuring (Tables) HTML 51K
47: R33 Acquisitions (Tables) HTML 52K
48: R34 Investments (Tables) HTML 38K
49: R35 Inventories (Tables) HTML 39K
50: R36 Property, Plant, and Equipment (Tables) HTML 41K
51: R37 Goodwill and Intangible Assets (Tables) HTML 70K
52: R38 Accounts Payable and Accrued Expenses (Tables) HTML 41K
53: R39 Long-Term Debt (Tables) HTML 42K
54: R40 Earnings Per Share (Tables) HTML 42K
55: R41 Stock-Based Compensation (Tables) HTML 83K
56: R42 Accumulated Other Comprehensive Loss (Tables) HTML 63K
57: R43 Employee Retirement and Postretirement Benefits HTML 49K
(Tables)
58: R44 Other Operating Expense, Net (Tables) HTML 39K
59: R45 Supplemental Cash Flow Information (Tables) HTML 37K
60: R46 Derivative Instruments (Tables) HTML 56K
61: R47 Fair Value (Tables) HTML 49K
62: R48 Segment and Geographic Information and Major HTML 64K
Customers (Tables)
63: R49 Guarantor and Non-Guarantor Financial Information HTML 240K
(Tables)
64: R50 Restructuring - Additional Information (Detail) HTML 41K
65: R51 Aggregate Expenses Incurred Associated with HTML 52K
Facility Closure (Detail)
66: R52 Reconciliation of Liabilities (Detail) HTML 50K
67: R53 Acquisitions - Additional Information (Detail) HTML 105K
68: R54 Purchase Price Allocation to Net Tangible and HTML 77K
Intangible Assets Acquired and Liabilities Assumed
(Detail)
69: R55 Business Acquisition Pro Forma Information HTML 44K
(Detail)
70: R56 Investments (Detail) HTML 43K
71: R57 Investments - Additional Information (Detail) HTML 50K
72: R58 Inventories (Detail) HTML 44K
73: R59 Inventories - Additional Information (Detail) HTML 38K
74: R60 Property, Plant, and Equipment (Detail) HTML 52K
75: R61 Property, Plant, and Equipment - Additional HTML 36K
Information (Detail)
76: R62 Changes in Carrying Amount of Goodwill (Detail) HTML 49K
77: R63 Goodwill and Intangible Assets - Additional HTML 42K
Information (Detail)
78: R64 Carrying Amounts of Intangible Assets with HTML 38K
Indefinite Lives Other Than Goodwill (Detail)
79: R65 Gross Carrying Amounts and Accumulated HTML 55K
Amortization of Intangible Assets, with Finite
Lives (Detail)
80: R66 Estimated Amortization Expense on Intangible HTML 45K
Assets (Detail)
81: R67 Accounts Payable and Accrued Expenses (Detail) HTML 56K
82: R68 Income Taxes - Additional Information (Detail) HTML 41K
83: R69 Long-Term Debt (Detail) HTML 67K
84: R70 Long-Term Debt - Additional Information (Detail) HTML 51K
85: R71 Long-Term Debt - Additional Information - HTML 68K
Revolving Credit Facility (Detail)
86: R72 Long-Term Debt - Additional Information - Term HTML 63K
Loan A (Detail)
87: R73 Long-Term Debt - Additional Information - Term HTML 64K
Loan A-1 (Detail)
88: R74 Long-Term Debt - Additional Information - Term HTML 62K
Loan A-2 (Detail)
89: R75 Long-Term Debt - Additional Information - 2022 HTML 74K
Notes (Detail)
90: R76 Long-Term Debt - Additional Information - 2024 HTML 71K
Notes (Detail)
91: R77 Long-Term Debt - Additional Information - Tax HTML 49K
Increment Financing (Detail)
92: R78 Stockholders' Equity - Additional Information HTML 67K
(Detail)
93: R79 Summary of Effect of Share-Based Compensation HTML 56K
Awards on Weighted Average Number of Shares
Outstanding Used in Calculating Diluted Earnings
Per Share (Detail)
94: R80 Summary of Effect of Share-Based Compensation HTML 38K
Awards on Weighted Average Number of Shares
Outstanding Used in Calculating Diluted Earnings
Per Share (Parenthetical) (Detail)
95: R81 Stock-Based Compensation - Additional Information HTML 105K
(Detail)
96: R82 Summary of Stock Option Activity (Detail) HTML 87K
97: R83 Summary of Employee and Director Stock Option HTML 42K
Highlights (Detail)
98: R84 Summary of Restricted Stock and Restricted Stock HTML 60K
Unit Activity (Detail)
99: R85 Summary of Employee and Director Restricted Stock HTML 42K
and Restricted Stock Highlights (Detail)
100: R86 Summary of Performance Unit Activity (Detail) HTML 56K
101: R87 Summary of Performance Unit Highlights (Detail) HTML 42K
102: R88 Components of Accumulated Other Comprehensive Loss HTML 56K
Net of Tax Except for Foreign Currency Translation
Adjustment (Detail)
103: R89 Components of Accumulated Other Comprehensive Loss HTML 37K
Net of Tax Except for Foreign Currency Translation
Adjustment (Parenthetical) (Detail)
104: R90 Reclassifications from Accumulated Other HTML 57K
Comprehensive Loss (Detail)
105: R91 Employee Retirement and Postretirement Benefits - HTML 48K
Additional Information (Detail)
106: R92 Components of Net Periodic Costs (Detail) HTML 55K
107: R93 Other Operating Expense (Detail) HTML 41K
108: R94 Supplemental Cash Flow Information (Detail) HTML 45K
109: R95 Supplemental Cash Flow Information - Additional HTML 37K
Information (Detail)
110: R96 Derivative Instruments - Additional Information HTML 57K
(Detail)
111: R97 Derivative, Fair Value, and Location on Condensed HTML 50K
Consolidated Balance Sheets (Detail)
112: R98 Gains and Losses on Derivative Contracts (Detail) HTML 56K
113: R99 Carrying Value and Fair Value of Financial HTML 84K
Instruments (Detail)
114: R100 Financial Information Relating to Reportable HTML 61K
Segments (Detail)
115: R101 Segment and Geographic Information and Major HTML 49K
Customers - Additional Information (Detail)
116: R102 Net Sale by Major Products (Detail) HTML 65K
117: R103 Condensed Supplemental Consolidating Balance Sheet HTML 131K
(Detail)
118: R104 Condensed Supplemental Consolidating Statement of HTML 91K
Operations (Detail)
119: R105 Condensed Supplemental Consolidating Statement of HTML 70K
Comprehensive Income (Loss) (Detail)
120: R106 Condensed Supplemental Consolidating Statement of HTML 114K
Cash Flows (Detail)
121: R107 Subsequent Events - Additional Information HTML 56K
(Detail)
123: XML IDEA XML File -- Filing Summary XML 232K
122: EXCEL IDEA Workbook of Financial Reports XLSX 117K
9: EX-101.INS XBRL Instance -- ths-20160331 XML 2.43M
11: EX-101.CAL XBRL Calculations -- ths-20160331_cal XML 335K
12: EX-101.DEF XBRL Definitions -- ths-20160331_def XML 1.60M
13: EX-101.LAB XBRL Labels -- ths-20160331_lab XML 1.58M
14: EX-101.PRE XBRL Presentations -- ths-20160331_pre XML 1.81M
10: EX-101.SCH XBRL Schema -- ths-20160331 XSD 232K
124: ZIP XBRL Zipped Folder -- 0001193125-16-579842-xbrl Zip 226K
| EX-4.3 |
Exhibit 4.3
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
AND
6.00 % SENIOR NOTES DUE 2024
ELEVENTH SUPPLEMENTAL INDENTURE DATED AS OF
TO THE INDENTURE DATED AS OF
This ELEVENTH SUPPLEMENTAL INDENTURE, dated as of March 31, 2016 (this “Eleventh 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), Protenergy Holdings, Inc., a Delaware corporation, and Protenergy Natural Foods, Inc., a Delaware 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”), Sixth Supplemental Indenture, dated as of July 29, 2014 (the “Sixth Supplemental Indenture”), the Seventh Supplemental Indenture, dated as of August 25, 2014 (the “Seventh Supplemental Indenture”), the Eighth Supplemental Indenture, dated as of December 31, 2015 (the “Eighth Supplemental Indenture”), the Ninth Supplemental Indenture, dated as of January 29, 2015 (the “Ninth Supplemental Indenture”) and the Tenth Supplemental Indenture, dated as of February 1, 2016 (the “Tenth Supplemental Indenture” and, together with the Base Indenture, the Fourth Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh Supplemental Indenture, the Eighth Supplemental Indenture and the Ninth Supplemental Indenture, the “Indenture”);
WHEREAS, the Fourth Supplemental Indenture provides for the issuance of the Company’s 4.875% Notes due 2022 (the “2022 Notes”);
WHEREAS, the Ninth Supplemental Indenture provides for the issuance of the Company’s 6.00% Notes due 2024 (the “2024 Notes” and together with the 2022 Notes, the “Notes”);
WHEREAS, Section 4.15 of each of the Fourth Supplemental Indenture and the Ninth Supplemental Indenture provides that in the event that any Domestic Subsidiary guarantees or 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 each of the Fourth Supplemental Indenture and the Ninth 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, as a result of their guaranteeing the Credit Agreement, is entering into this Eleventh Supplemental Indenture to add such Additional Guarantor as a Guarantor;
WHEREAS, all conditions necessary to authorize the execution and delivery of this Eleventh Supplemental Indenture and to make it a valid and binding obligation of each of the Additional Guarantors have been completed or performed; and
WHEREAS, the Indenture is incorporated herein by reference.
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 Eleventh 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 Eleventh 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 ELEVENTH 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 Eleventh 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.
SECTION 3.04 Counterpart Originals.
The parties may sign any number of copies of this Eleventh 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 Eleventh Supplemental Indenture and of signature pages by facsimile or portable document format (“PDF”) transmission shall constitute effective execution and delivery of this Eleventh 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 Headings, Etc.
The headings in this Eleventh Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Eleventh 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 ELEVENTH 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 Eleventh 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 Eleventh 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 Eleventh 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]
Dated as the date first written above.
| COMPANY: | ||||
| TREEHOUSE FOODS, INC. | ||||
| By: | ||||
| Name: | Dennis F. Riordan | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| GUARANTORS: | ||||
| BAY VALLEY FOODS, LLC | ||||
| By: | ||||
| Name: | Dennis F. Riordan | |||
| Title: | Executive Vice President | |||
| STURM FOODS, INC. | ||||
| By: | ||||
| Name: | Dennis F. Riordan | |||
| Title: | Executive Vice President | |||
| S.T. SPECIALTY FOODS, INC. | ||||
| By: | ||||
| Name: | Dennis F. Riordan | |||
| Title: | Executive Vice President | |||
| CAINS FOODS, INC. | ||||
| By: | ||||
| Name: | Dennis F. Riordan | |||
| Title: | Executive Vice President | |||
[Signature Page to Supplemental Indenture]
| CAINS GP, LLC | ||||
| By: | ||||
| Name: | Dennis F. Riordan | |||
| Title: | Executive Vice President | |||
| CAINS FOODS, L.P. | ||||
| By: | ||||
| Name: | Dennis F. Riordan | |||
| Title: | Executive Vice President | |||
| ASSOCIATED BRANDS, INC. | ||||
| By: | ||||
| Name: | Dennis F. Riordan | |||
| Title: | Executive Vice President | |||
| FLAGSTONE FOODS, INC. | ||||
| By: | ||||
| Name: | Dennis F. Riordan | |||
| Title: | Executive Vice President | |||
| TREEHOUSE PRIVATE BRANDS, INC. (F/K/A RALCORP HOLDINGS, INC.) | ||||
| By: | ||||
| Name: | Dennis F. Riordan | |||
| Title: | Executive Vice President | |||
| NUTCRACKER BRANDS, INC. | ||||
| By: | ||||
| Name: | Dennis F. Riordan | |||
| Title: | Executive Vice President | |||
[Signature Page to Supplemental Indenture]
| RALCORP FROZEN BAKERY PRODUCTS, INC. | ||||
| By: | ||||
| Name: | Dennis F. Riordan | |||
| Title: | Executive Vice President | |||
| THE CARRIAGE HOUSE COMPANIES, INC. | ||||
| By: | ||||
| Name: | Dennis F. Riordan | |||
| Title: | Executive Vice President | |||
| AMERICAN ITALIAN PASTA COMPANY | ||||
| By: | ||||
| Name: | Dennis F. Riordan | |||
| Title: | Executive Vice President | |||
| COTTAGE BAKERY, INC. | ||||
| By: | ||||
| Name: | Dennis F. Riordan | |||
| Title: | Executive Vice President | |||
| LINETTE QUALITY CHOCOLATES, INC. | ||||
| By: | ||||
| Name: | Dennis F. Riordan | |||
| Title: | Executive Vice President | |||
[Signature Page to Supplemental Indenture]
| ADDITIONAL GUARANTORS: | ||
| PROTENERGY HOLDINGS, INC. | ||
| By: | ||
| Name: | Dennis F. Riordan | |
| Title: | Executive Vice President | |
| PROTENERGY NATURAL FOODS, INC. | ||
| By: | ||
| Name: | Dennis F. Riordan | |
| Title: | Executive Vice President | |
[Signature Page to Supplemental Indenture]
| TRUSTEE: | ||||
| WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee | ||||
| By: | /s/ Julius R. Zamora | |||
| Name: | Julius R. Zamora | |||
| Title: | Vice President | |||
[Signature Page to Supplemental Indenture]
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 5/5/16 | 4, 8-K | ||
| For Period end: | 3/31/16 | 4 | ||
| 2/1/16 | 8-K | |||
| 12/31/15 | 10-K, 5 | |||
| 1/29/15 | ||||
| 8/25/14 | POSASR | |||
| 7/29/14 | 8-K | |||
| 3/11/14 | 4, 8-K | |||
| 3/2/10 | 8-K, POSASR | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/16/24 TreeHouse Foods, Inc. 10-K 12/31/23 149:16M 2/13/23 TreeHouse Foods, Inc. 10-K 12/31/22 154:16M 5/09/22 TreeHouse Foods, Inc. 10-Q 3/31/22 83:7.4M 2/15/22 TreeHouse Foods, Inc. 10-K 12/31/21 153:18M 11/08/21 TreeHouse Foods, Inc. 10-Q 9/30/21 89:9.6M 2/11/21 TreeHouse Foods, Inc. 10-K 12/31/20 158:18M |