TreeHouse Prices ~11.54M Share Offering to Fund Acquisition of ConAgra's Private Brands Business @$65/Share

TreeHouse Foods, Inc.

announced Wednesday, that it priced its previously announced underwritten public offering of 11,538,461 shares of common stock at $65.00 per share. The offering includes a 30-day option for the underwriters to purchase up to an additional 1,730,769 shares of common stock at the same per share price.  The offering is expected to close on January 25, 2016, subject to customary conditions. TreeHouse intends to use the net proceeds of the offering to fund, in part, the previously announced acquisition of the Private Brands Business ("Private Brands Business") of ConAgra Foods, Inc.

J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, BofA Merrill Lynch, BMO Capital Markets and SunTrust Robinson Humphrey are acting as joint book-running 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., Rabo Securities, Credit Suisse and KeyBanc Capital Markets 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 January 20, 2016,