UPDATE 1: Investindustrial Completes $2.9B Acquisition of TreeHouse Foods

Wed Feb 11, 2026 09:19 AM ET: TreeHouse Foods Inc. and Industrial F&B Investments III Inc. today announced that Investindustrial has completed its previously announced acquisition of TreeHouse Foods in an all-cash transaction for a total enterprise value of $2.9 billion, plus the value of the contingent value rights, or CVRs, as set forth below.

In connection with the closing of the transaction, Industrial F&B Investments III Inc. was merged with and into TreeHouse Foods, with TreeHouse Foods continuing as the surviving corporation. As a result, Investindustrial has acquired TreeHouse Foods. TreeHouse Foods shareholders of record as of the closing date are entitled to receive $22.5 per share in cash for each share of common stock owned, and one non-transferable contingent value right per common share. The CVR provides a holder with an opportunity to receive certain net proceeds, if any are recovered, from the ongoing TreeHouse Foods, Inc. et al. v. Green Mountain Coffee Roasters, Inc. et al. litigation relating to part of TreeHouse Foods’ coffee business.

TreeHouse Foods’ common stock will no longer be listed on the New York Stock Exchange and TreeHouse Foods will become a private company.

TreeHouse Foods to Be Acquired by Investindustrial for $2.9B Enterprise Value

TreeHouse Foods Inc. and Industrial F&B Investments III Inc., or Investindustrial, an independently managed investment subsidiary of Investindustrial VIII SCSp, part of a leading European group of independently managed investment, holding, and advisory companies, today announced that they have entered into a definitive agreement under which TreeHouse Foods will be acquired by Investindustrial in an all-cash transaction for a total enterprise value of $2.9 billion.

Under the terms of the agreement, TreeHouse Foods shareholders will receive $22.50 per share in cash for each share of common stock owned at closing, and one non-transferable Contingent Value Right, or CVR per common share. The CVR generally will provide holders with an opportunity to receive, on a per unit basis, 85% of net proceeds, if any are recovered, from the ongoing TreeHouse Foods, Inc. et al. v. Green Mountain Coffee Roasters, Inc. et al. litigation.

The upfront cash portion of the consideration of $22.50 per common share represents an equity value of $1.2 billion.

The transaction, which has been unanimously approved by the TreeHouse Foods Board of Directors, is expected to close in the first quarter of 2026. The transaction is not subject to a financing condition.
Upon completion of the transaction, the company's common stock will no longer be listed on the New York Stock Exchange, and TreeHouse Foods will become a private company.

Goldman Sachs & Co. LLC is serving as financial advisor to TreeHouse Foods, Jones Day is serving as legal counsel and Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor.

Lazard, RBC Capital Markets and Deutsche Bank are serving as financial advisors to Investindustrial. RBC Capital Markets, Deutsche Bank and KKR Capital Markets have provided Investindustrial with financing support for the transaction. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor to Investindustrial on the acquisition, with Paul, Weiss, Rifkind, Wharton & Garrison LLP serving as financing legal counsel.