US FOODS HOLDING CORP. (NYSE:USFD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Offi cers; Compensatory
Arrangements of Certain Officers.
As described in Item 8.01 below, on May 17, 2017, US Foods
Holding Corp. (the Company) announced the closing of an
underwritten secondary public offering of 46,000,000 shares of
the Companys common stock.In connection with the closing and also
on May 17, 2017, Kenneth A. Giuriceo notified the Company that he
would be resigning as a director, effective immediately.Mr.
Giuriceos resignation was to the terms of the Companys Amended
and Restated Stockholders Agreement, dated as of June 1, 2016
(the Stockholders Agreement).The Stockholders Agreement, among
other things, provides that directors designated for nomination
by Clayton, Dubilier Rice, LLC (CDR) or Kohlberg Kravis Roberts
Co., L.P. (KKR) would leave the Companys Board of Directors (the
Board) at a pre-determined rate as their ownership of our common
stock decreased.Mr. Giuriceo had served on our Board as a
designee of CDR.
Item 8.01.Other Events.
On May 17, 2017, the Company announced the closing of the
underwritten secondary public offering of 46,000,000 shares of
common stock by investment funds associated with CDR and KKR,
Pietro Satriano, the Companys President and Chief Executive
Officer and a member of the Board and John A. Lederer, a member
of the Board (collectively, the Selling Stockholders) at a price
to the public of $28.25 per share for a total offering size of
$1,299,500,000.The offering included the exercise in full of the
underwriters option to purchase 6,000,000 shares of common
stock.The Company did not sell any stock in this transaction and
did not receive any proceeds from the sale of the shares of
common stock by the Selling Stockholders.
A copy of the press release is filed as Exhibit 99.1 hereto and
is incorporated in this Item 8.01 by reference.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
Description of Exhibits |
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99.1 |
Press Release of US Foods Holding Corp. dated May 17, |
About US FOODS HOLDING CORP. (NYSE:USFD)
US Foods Holding Corp. is a holding company. The Company is a foodservice distributor in the United States. It conducts all of its operations through its subsidiary, US Foods, Inc. It markets and distributes fresh, frozen and dry food and non-food products to foodservice customers throughout the United States. It offers products, such as Chef’s Line Pat LaFrieda Angus Beef Burger, which is a beef patty developed by New York butcher Pat LaFrieda, and features Angus short rib and chuck prepared with LaFrieda’s chopped technology; Chef’s Line All Natural Ready-to-Cook Turkey Roast, which is a natural turkey breast developed with Butterball and DuPont Film, and Monarch Mirepoix Blend, which is a blend of onions, carrots and celery. As of October 1, 2016, it provided over 400,000 fresh, frozen, and dry food stock-keeping units, as well as non-food items, sourced from over 5,000 suppliers. The Company offers its customers with a suite of e-commerce, technology and business solutions. US FOODS HOLDING CORP. (NYSE:USFD) Recent Trading Information
US FOODS HOLDING CORP. (NYSE:USFD) closed its last trading session down -0.19 at 28.73 with 2,846,623 shares trading hands.