| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| _______________ | |
| SCHEDULE 13D/A | |
| INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 1) | |
Treehouse Foods, Inc. | |
| (Name of Issuer) | |
Common Stock, par value $0.01 per share | |
| (Title of Class of Securities) | |
89469A104 | |
| (CUSIP Number) | |
Eleazer Klein, Esq. Marc Weingarten, Esq. | |
| 919 Third Avenue | |
| New York, New York 10022 | |
(212) 756-2000 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
March 2, 2021 | |
| (Date of Event which Requires | |
| Filing of this Statement) | |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
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The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 89469A104 | SCHEDULE 13D/A | Page 2 of 6 Pages |
| 1 | NAME OF REPORTING PERSON JANA PARTNERS LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 4,152,910 Shares | ||
| 8 | SHARED VOTING POWER 0 | |||
| 9 | SOLE DISPOSITIVE POWER 4,152,910 Shares | |||
| 10 | SHARED DISPOSITIVE POWER 0 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 4,152,910 Shares | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 7.4% | |||
| 14 | TYPE OF REPORTING PERSON IA | |||
| CUSIP No. 89469A104 | SCHEDULE 13D/A | Page 3 of 6 Pages |
This Amendment No. 1 ("Amendment No. 1") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on February 10, 2021 (the "Original Schedule 13D" and, together with Amendment No. 1, the "Schedule 13D") with respect to the shares ("Shares") of common stock, $0.01 par value per share, of TreeHouse Foods, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 1 shall have the meanings set forth in the Original Schedule 13D. This Amendment No. 1 amends Items 2, 3, 4, 5, 6 and 7.
| Item 2. | IDENTITY AND BACKGROUND. |
Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) This statement is filed by JANA Partners LLC, a Delaware limited liability company (“JANA,” or the “Reporting Person”). JANA is a private money management firm which holds Shares of the Issuer in various accounts under its management and control. The principal owner of JANA is Barry Rosenstein (the “Principal”).
(b) The principal business address of JANA and the Principal is 1330 Avenue of the Americas, 32nd Floor, New York, New York 10019. The principal business address of each of the Nominees is c/o JANA Partners LLC, 1330 Avenue of the Americas, 32nd Floor, New York, New York 10019.
(c) The principal business of JANA and the Principal is investing for accounts under their management.
(d) Neither the Reporting Person nor the Principal has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Neither the Reporting Person nor the Principal has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) JANA is a limited liability company organized in Delaware. The Principal is a citizen of the United States of America.
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
Item 3 of the Schedule 13D is hereby and amended and restated in its entirety as follows:
The 4,152,910 Shares reported herein by JANA were acquired at an aggregate purchase price of approximately $173.1 million. Such Shares were acquired with investment funds in accounts managed by JANA and margin borrowings described in the following sentence. Such Shares are held by the investment funds managed by JANA in commingled margin accounts, which may extend margin credit to JANA from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker’s call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Shares reported herein.
| CUSIP No. 89469A104 | SCHEDULE 13D/A | Page 4 of 6 Pages |
| Item 4. | PURPOSE OF TRANSACTION. |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On March 2, 2021, JANA entered into a cooperation agreement with the Issuer (the “Cooperation Agreement”) and issued a joint press release with the Issuer announcing the Cooperation Agreement and certain of its material terms (the “Press Release”). The full text of the Cooperation Agreement and Press Release are included as Exhibit D and Exhibit E, respectively, to this Amendment No. 1 by reference to Exhibits 10.1 and 99.1, respectively, of the Issuer’s Current Report on Form 8-K filed with the SEC on March 2, 2021 (the “Form 8-K”) and are incorporated by reference herein.
| Item 5. | INTEREST IN SECURITIES OF THE COMPANY. |
Items 5(a), (b), (c) and (d) of the Schedule 13D are hereby and amended and restated in their entirety as follows:
(a) The aggregate percentage of Shares reported to be beneficially owned by the Reporting Person is based upon 55,892,015 Shares outstanding as of January 29, 2021, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed with the Securities and Exchange Commission on March 11, 2021.
As of the close of business on the date hereof, JANA may be deemed to beneficially own 4,152,910 Shares, representing approximately 7.4% of the Shares outstanding.
By virtue of the Cooperation Agreement, the Reporting Person, Ms. Adler, Mr. Gainor and Mr. Myers are no longer deemed to be a “group” for purposes of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) promulgated thereunder. As a result, this Amendment No. 1 only reports the beneficial ownership of the Reporting Person.
(b) The Reporting Person has sole voting and dispositive power over the 4,152,910 Shares, which power is exercised by the Principal.
(c) There were no transactions in the Shares effected by the Reporting Person since the Original Schedule 13D.
(d) No person (other than the Reporting Person) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.
| Item 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
On March 2, 2021, JANA entered into the Cooperation Agreement. A copy of such agreement is attached as Exhibit D to this Amendment No. 1 and is incorporated by reference herein.
| CUSIP No. 89469A104 | SCHEDULE 13D/A | Page 5 of 6 Pages |
| Item 7. | MATERIAL TO BE FILED AS EXHIBITS. |
| Item 7 of the Schedule 13D is hereby amended and supplemented as follows: | |
| Exhibit D: | Cooperation Agreement (Incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on the Form 8-K). |
| Exhibit E: | Press Release (Incorporated by reference to Exhibit 99.1 of the Issuer’s Current Report on the Form 8-K). |
| CUSIP No. 89469A104 | SCHEDULE 13D/A | Page 6 of 6 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: March 2, 2021
| JANA PARTNERS LLC |
| By: | /s/ Jennifer Fanjiang | |
| Name: | Jennifer Fanjiang | |
| Title: | Partner, Chief Legal Officer and Chief Compliance Officer |