TreeHouse Foods announces US$325M common stock offering, will use funds in part to help pay for Flagstone Foods acquisition; company to grant underwriters 30-day option to purchase up to an additional US$49M in shares

OAK BROOK, Illinois , July 16, 2014 (press release) – TreeHouse Foods, Inc. (NYSE: THS) announced today that it intends to offer, subject to market and other conditions, $325 million of shares of its common stock pursuant to an underwritten public offering. In connection with the offering, TreeHouse will grant the underwriters an option for 30 days to purchase up to an additional $49 million of shares of its common stock.

TreeHouse intends to use the net proceeds of the offering to fund, in part, the previously announced acquisition of Flagstone Foods ("Flagstone"). TreeHouse expects to close the acquisition of Flagstone in the third quarter of 2014, however the common stock offering is not conditioned on the closing of the acquisition of Flagstone. TreeHouse intends to finance the remaining portion of the acquisition of Flagstone through borrowings under its existing credit agreement.

J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, and BofA Merrill Lynch are acting as joint book-running managers for the common stock offering. BMO Capital Markets Corp. and SunTrust Robinson Humphrey, Inc. are acting as lead 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. and Stephens Inc. 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 July 15, 2014, copies of which may be obtained from J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by telephone (866) 803-9204, Wells Fargo Securities, LLC Attention: Equity Syndicate Department, 375 Park Avenue, New York, New York 10152, telephone: (800) 326-5897 or via email at cmclientsupport@wellsfargo.com, BofA Merrill Lynch, 222 Broadway, New York, NY 10038, Attention: Prospectus Department, Email: dg.prospectus_requests@baml.com, BMO Capital Markets Corp., Attention: Prospectus Department, 3 Times Square, New York, NY 10036, by calling (800) 414-3627 or by email at bmoprospectus@bmo.com and SunTrust Robinson Humphrey, Inc. collect at (404) 926-5463 or through the SEC website at www.sec.gov. Before you invest, you should read the prospectus in the registration statement and other documents TreeHouse has filed with the SEC for more complete information about TreeHouse and the offering.

The offering is subject to market and other conditions and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities of TreeHouse, nor will there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification.

ABOUT TREEHOUSE FOODS

TreeHouse is a food manufacturer servicing primarily the retail grocery and foodservice distribution channels. Our products include non-dairy powdered creamers and sweeteners; condensed, ready to serve and powdered soups; refrigerated and shelf stable salad dressings and sauces; powdered drink mixes; single serve hot beverages; specialty teas; hot and cold cereals; macaroni and cheese, skillet dinners, and other value-added side dishes and salads; salsa and Mexican sauces; jams and pie fillings; pickles and related products; aseptic sauces; and liquid non-dairy creamer. We believe we are the largest manufacturer of pickles and non-dairy powdered creamer in the United States, and the largest manufacturer of private label salad dressings, powdered drink mixes, and instant hot cereals in the United States and Canada, based on sales volume.

Additional information, including TreeHouse's most recent statements on Forms 10-Q and 10-K, may be found at the SEC website, www.sec.gov.

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