- TreeHouse Foods has appointed Scott Ostfeld, a partner at Jana Partners, to its board. The appointment is in connection with an agreement with Jana, which owns approximately 9.2% of TreeHouse's outstanding common stock.
- TreeHouse last week increased the size of its board to 11 from 10, according to a filing with the Securities and Exchange Commission, creating an opening for a new director. The appointment of Ostfeld comes a year after TreeHouse settled with Jana and appointed two independent directors to the company's board, one of which was proposed by the activist investor.
- Last month, TreeHouse said its board determined it would not pursue a sale of the whole company, but that it will continue to explore potential divestitures, including in its meal preparation business.
Just over a year after Jana first disclosed its stake in TreeHouse, the latest agreement shows the private equity firm isn't going away anytime soon.
With Ostfeld's appointment, TreeHouse will now have three of its 11 directors that were appointed following agreements with the activist investor. While Jana will not control a majority of the board, it will now have an even larger say in the direction of the beleaguered company. Jana initially proposed nominating two additional members to TreeHouse's board in December.
In addition to having direct ties to the private equity firm, Ostfeld adds to the board a director with experience in the packaged food industry. Ostfeld resigned from the board of Slim Jim and Healthy Choice maker Conagra Brands the same day he was added to TreeHouse's board. After three years with Conagra, he will bring invaluable expertise and an understanding of the industry to the private food maker.
"TreeHouse Foods is an incredibly attractive company well-positioned to benefit from favorable secular tailwinds and with multiple avenues to unlock and drive shareholder value," Ostfeld said in a statement.
TreeHouse, the nation's largest manufacturer of private-label products thanks to a combination of more than 40 mergers, has spent much of the past several years closing plants, cutting jobs and jettisoning units. But during that time, its stock price has languished, prompting Jana's involvement early last year. At the time, Jana said it believed TreeHouse's shares were "undervalued and represent an attractive investment opportunity," and that the company should consider a sale of its business.
In announcing its decision to table a sale of the entire company in March, TreeHouse cited changes in the macro-economic and financing environment that have "changed significantly" since that process began a few months earlier. While all indications are that Jana agreed with that assessment, it's no doubt keeping a close watch on TreeHouse, and when conditions finally do improve, it may be ready to agitate for another crack at a sale.