TreeHouse Foods, Inc. 8-K

What Happened
TreeHouse Foods (THS) confirmed it is supplementing the definitive proxy for its pending merger with Investindustrial after receiving 13 demand letters and three stockholder lawsuits challenging proxy disclosures. The Merger Agreement (signed Nov. 10, 2025) would merge Industrial F&B Investments III (a Merger Sub) into TreeHouse, with a special stockholder meeting scheduled virtually for Jan. 29, 2026. TreeHouse says the claims lack merit but is voluntarily adding disclosures to the proxy to avoid litigation delay.

Key Details

• 13 demand letters and 3 complaints filed (Kent v. TreeHouse Foods, Index No. 650181/2026, Jan. 8, 2026; Smith v. TreeHouse Foods, Index No. 650093/2026, Jan. 6, 2026; Elstein v. DeWitt, Case No. 2026CH000010 in DuPage County, IL).
• Supplemental valuation details from Goldman Sachs: cash portion of merger consideration $22.50/share; illustrative total consideration including CVR ranges $22.50 to $31.98/share (CVR present value $0 to $9.48/share).
• Balance-sheet and modeling inputs disclosed: total debt and debt‑like items ≈ $1.734B; cash ≈ $21M; fully diluted shares ≈ 51.75M; discount rates used 8.0% (WACC) and 9.5% (cost of equity).
• Goldman Sachs’ transaction analyses: EV/LTM adjusted‑EBITDA multiples 7.5x–12.0x implying per‑share ranges (excluding litigation proceeds) of $16.32 to $45.96; acquisition-premium analysis applied 21%–72% to an undisturbed price of $16.30, implying $19.76 to $28.05/share.

Why It Matters
The company’s voluntary supplemental disclosures aim to remove disclosure-based litigation risk that could delay or disrupt the scheduled vote and closing of the merger. Investors should note the disclosed valuation ranges and assumptions (cash offer $22.50/share; potential upside from CVR up to about $9.48/share per Goldman Sachs’ analysis) as the proxy now contains additional detail on how the advisor valued the transaction. The filing also reiterates merger-related risks (possible failure to close, regulatory or stockholder approval, litigation, and business disruption) and sets the special meeting date of Jan. 29, 2026 for stockholder approval.