TreeHouse Foods, Inc. (NYSE:THS) entered into a definitive agreement to acquire Direct Ship Business, Including Northlake, Texas Facility, of Farmer Bros. Co. (NasdaqGS:FARM) for $100 million on June 6, 2023. The consideration payable in cash in cash, is subject to customary working capital and certain other adjustments. TreeHouse Foods will also assume select customer relationships and retain approximately 180 team members from Farmer Brothers to support operations at the facility. The Purchase Agreement contains specified termination rights for the parties, including a mutual termination right in the event the closing has not occurred on or prior to September 30, 2023. The sale is subject to customary closing conditions and is currently expected to close within the next 60 days. Farmer Bros expects to use the proceeds from the sale to pay down outstanding debt associated with its asset-based lending (ABL) and retire its term loan. Charlie Haag, Ben Chrisman and Jennifer Ybarra Taylor of Winston & Strawn LLP acted as legal advisor to Farmer Brothers. Jonathan Whalen and Jeffrey A. Chapman of Gibson, Dunn & Crutcher LLP acted as legal advisor to TreeHouse Foods, Inc.

TreeHouse Foods, Inc. (NYSE:THS) completed the acquisition of Direct Ship Business, Including Northlake, Texas Facility, of Farmer Bros. Co. (NasdaqGS:FARM) for $90.6 million on June 30, 2023. The acquisition was funded by borrowings from $500 million Revolving Credit Facility. Total consideration transferred of $90.6 million post Purchase price adjustment.