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LONG-TERM DEBT | 3 Months Ended
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Mar. 31, 2025
Debt Disclosure [Abstract] |
LONG-TERM DEBT | 10. LONG-TERM DEBT
|  | March 31, 2025 |  | December 31, 2024
|  | (In millions)
Revolving Credit Facility |  | $ | 25.0 |  |  | $ | — |
Term Loan A |  | 480.0 |  |  | 316.4 |
Term Loan A-1 |  | 425.0 |  |  | 588.6 |
2028 Notes |  | 500.0 |  |  | 500.0 |
Finance leases |  | 4.3 |  |  | 4.1 |
Total outstanding debt |  | 1,434.3 |  |  | 1,409.1 |
Deferred financing costs |  | (11.5) |  |  | (6.7) |
Less current portion |  | (5.4) |  |  | (1.1) |
Total long-term debt |  | $ | 1,417.4 |  |  | $ | 1,401.3 |
The scheduled maturities of outstanding debt, excluding deferred financing costs, at March 31, 2025 are as follows (in millions):
Remainder of 2025 | $ | 4.1
2026 | 5.3
2027 | 18.1
2028 | 522.2
2029 | 21.6
Thereafter | 863.0
Total outstanding debt | $ | 1,434.3
Credit Agreement — On January 17, 2025, the Company entered into the Third Amended and Restated Credit Agreement (the "Credit Agreement"), among the Company, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. The Credit Agreement amends, restates and replaces the Company’s prior Credit Agreement, dated as of December 1, 2017 (as amended from time to time prior to January 17, 2025), pursuant to which the Company obtained a $500.0 million revolving credit facility (the "Revolving Credit Facility"), a $500.0 million term A loan (the "Term Loan A") and a $900.0 million tranche A-1 term loan (the "Term Loan A-1" and, together with the Term Loan A, the "Term Loans"). Pursuant to the Credit Agreement, the Company (i) continued and extended the maturity of the Revolving Credit Facility and the Term Loans, (ii) decreased the aggregate size of the Term Loan A to $480.0 million and (iii) decreased the aggregate size of the Term Loan A-1 to $425.0 million. On March 14, 2025, the Company entered into Amendment No. 1 to the Credit Agreement, which amends and restates the defined term "Existing Letters of Credit." The material terms and conditions under the Credit Agreement are otherwise substantially consistent with those contained in the Credit Agreement prior to Amendment No. 1. Loss on Extinguishment of Debt — During the quarter ended March 31, 2025, the Company incurred a loss on extinguishment of debt totaling $2.6 million representing the write-off of deferred financing costs in connection with the Credit Agreement refinancing in January 2025. Revolving Credit Facility — As of March 31, 2025, the Company had $25.0 million drawn from its $500.0 million Revolving Credit Facility. The Company had remaining availability of $443.1 million under the Revolving Credit Facility, and there were $31.9 million in letters of credit under the Revolving Credit Facility that were issued but undrawn, which have been included as a reduction to the calculation of available credit. The Revolving Credit Facility matures on January 17, 2030. Interest is payable in arrears the earlier of the end of the applicable interest period, quarterly, or the maturity date on any outstanding borrowings under the Revolving Credit Facility. The interest rates for the Revolving Credit Facility are determined by Term SOFR plus a margin of 2.00%, through the second quarter of 2025. Thereafter, the Revolving Credit Facility will bear interest at a rate per annum equal to (i) Term SOFR plus a margin ranging from 1.25% to 2.50% based on the Company’s consolidated net leverage ratio or (ii) a Base Rate (as defined in the Credit Agreement) plus a margin ranging from 0.25% to 1.50% based on the Company’s consolidated net leverage ratio. The Company will also pay an unused fee on the Revolving Credit Facility at a rate ranging from 0.20% to 0.40% based on the Company’s consolidated net leverage ratio, with the initial unused fee set at 0.30%. The Revolving Credit Facility includes sub-facilities for swing line loans and letters of credit. The Credit Agreement is fully and unconditionally, as well as jointly and severally, guaranteed by our 100% owned direct and indirect domestic subsidiaries: Bay Valley Foods, LLC; Cottage Bakery, Inc.; Harris Tea Company LLC; Linette Quality Chocolates, Inc.; Pickles Manufacturing LLC; Protenergy Holdings, Inc.; Protenergy Natural Foods, Inc.; Ralcorp Frozen Bakery Products, Inc.; Refrigerated Dough, Inc.; Southern Tea, LLC; Sturm Foods, Inc.; TreeHouse Foods Services, LLC; TreeHouse Private Brands, Inc.; and certain other domestic subsidiaries that may become guarantors in the future, which are collectively known as the "Guarantor Subsidiaries." The Credit Agreement contains various financial and restrictive covenants and requires that the Company maintain a consolidated net leverage ratio of no greater than 4.50 to 1.0. The Credit Agreement also contains cross-default provisions which could result in the acceleration of payments in the event TreeHouse or the Guarantor Subsidiaries (i) fails to make a payment when due in respect of any indebtedness or guarantee having an aggregate principal amount greater than $75.0 million or (ii) fails to observe or perform any other agreement or condition related to such indebtedness or guarantee as a result of which the holder(s) of such debt are permitted to accelerate the payment of such debt. Term Loan A — On January 17, 2025, the Company entered into a $480.0 million Term Loan A with a maturity date of January 17, 2030. The interest rates for Term Loan A are determined by Term SOFR plus a margin of 2.275%, through the second quarter of 2025. Thereafter, Term Loan A will bear interest at a rate per annum equal to (i) Term SOFR plus a margin ranging from 1.525% to 2.775% based on the Company’s consolidated net leverage ratio or (ii) a Base Rate (as defined in the Credit Agreement) plus a margin ranging from 0.525% to 1.775% based on the Company’s consolidated net leverage ratio; provided that the Company and Term Loan A lenders may agree to a quoted fixed rate for the Term Loan A at a future date. The principal balance is due at maturity. Interest is payable in arrears the earlier of the end of the applicable interest period, quarterly, or the maturity date on any outstanding borrowings under the Term Loan A. Term Loan A is subject to substantially the same covenants as the Revolving Credit Facility, and also has the same Guarantor Subsidiaries. Term Loan A-1 — On January 17, 2025, the Company entered into a $425.0 million Term Loan A-1. The maturity date and interest rates applicable to Term Loan A-1 are the same as those applicable to the Revolving Credit Facility. Interest is payable in arrears the earlier of the end of the applicable interest period, quarterly, or the maturity date on any outstanding borrowings under the Term Loan A-1. Principal payments are due on a quarterly basis, beginning June 30, 2025, in an amount equal to (i) 0.25% of the $425.0 million original commitment for the first eight quarterly installments and (ii) 1.25% of the $425.0 million original commitment thereafter until maturity. Term Loan A-1 is subject to substantially the same covenants as the Revolving Credit Facility, and has the same Guarantor Subsidiaries. 2028 Notes — On September 9, 2020, the Company completed its public offering of $500 million aggregate principal amount of notes (the "2028 Notes"). The 2028 Notes pay interest at the rate of 4.000% per annum and mature on September 1, 2028. Interest is payable on the 2028 Notes on March 1 and September 1 of each year. Fair Value — At March 31, 2025, the aggregate fair value of the Company's total debt was $1,382.0 million and its carrying value was $1,430.0 million. At December 31, 2024, the aggregate fair value of the Company's total debt was $1,359.8 million and its carrying value was $1,405.0 million. The fair values of the Revolving Credit Facility, Term Loan A, and Term Loan A-1 were estimated using present value techniques and market-based interest rates and credit spreads. The fair value of the Company's 2028 Notes was estimated based on quoted market prices for similar instruments due to their infrequent trading volume. Accordingly, the fair value of the Company's debt is classified as Level 2 within the valuation hierarchy. Deferred Financing Costs — As of March 31, 2025 and December 31, 2024, deferred financing costs of $11.5 million and $6.7 million were included as a direct deduction from outstanding long-term debt, respectively. Fees associated with the Revolving Credit Facility are presented in Other assets, net. Deferred financing costs are amortized over their estimated useful lives based on the terms of their respective agreements.

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