OTPP, which acquired a majority stake in Shearer's Foods in 2015 after an initial investment in 2012, is working with Goldman Sachs Group Inc on an auction for the company, the sources said.

Shearer's Foods generates 12-month earnings before interest, taxes, depreciation and amortization of about $280 million, one of the sources added.

The sources cautioned that no deal is certain and asked not to be identified because the matter is confidential. Shearer's Foods did not respond to comment requests, while OTPP and Goldman Sachs declined to comment.

Based in Massillon, Ohio, Shearer's Foods manufactures snacks for consumer goods companies. It is the largest supplier of private brand salty snacks and the second-largest supplier of private brand cookies and crackers in North America, according to its website.

Wind Point Partners and the company's management hold minority stakes in the company.

(Reporting by Abigail Summerville in New York)

By Abigail Summerville