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 OfficersItem 5.02.
As described in Item 5.02 below, on September18, 2017, US Foods Holding Corp. (the “Company”) completed an underwritten secondary public offering of 40,000,000 shares of the Company’s common stock owned by investment funds associated with Clayton, Dubilier& Rice, LLC (“CD&R”) and Kohlberg Kravis Roberts& Co., L.P. (“KKR”). As a result of the decrease in KKR’s shareholdings in the Company following the completion of the offering, and to the terms of the Company’s Amended and Restated Stockholders Agreement, dated as of June1, 2016 (the “Stockholders Agreement”), Vishal Patel has resigned from the Board of Directors of the Company (the “Board”). Mr.Patel served on the Board as a designee of KKR. Notwithstanding the decrease in CD&R’s shareholdings in the Company and the terms of the Stockholders Agreement, the Board has determined that it will not require the resignation of either of the two directors serving as designees of CD&R until the earlier of: (i)any subsequent sale of the Company’s common stock by CD&R and (ii)the date on which the Board nominates the slate of directors to be voted upon by stockholders at the Company’s 2018 Annual Meeting of Stockholders. After giving effect to Mr.Patel’s resignation, the Board is currently comprised of nine (9)members.
On September18, 2017, the Company completed an underwritten secondary public offering of 40,000,000 shares of the Company’s common stock owned by investment funds associated with CD&R and KKR (collectively, the “Selling Stockholders”) to the terms of an Underwriting Agreement, dated September13, 2017 (the “Underwriting Agreement”), among the Company, the Selling Stockholders named in Schedule II thereto and the underwriters named in Schedule I thereto (the “Underwriters”). The Selling Stockholders also granted the Underwriters an option to purchase up to an additional 6,000,000 shares of common stock within 30 days of the prospectus supplement dated September13, 2017. The Underwriters purchased the shares from the Selling Stockholders at a price of $27.34 per share, resulting in proceeds to the Selling Stockholders, before expenses, of $1.1billion (or $1.3billion if the Underwriters’ option to purchase additional shares is exercised in full). 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. The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.02. | Financial Statements and Exhibits. |
(d) Exhibits
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US Foods Holding Corp. ExhibitEX-1.1 2 d444043dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 EXECUTION VERSION US Foods Holding Corp. Common Stock,…To view the full exhibit click here
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.
