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 December4, 2017, US Foods Holding Corp. (the “Company”) completed an underwritten secondary public offering of 39,955,545 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,” and collectively with CD&R, the “Sponsors”). Following the completion of the offering, the Sponsors no longer own any shares of the Company’s common stock, and to the terms of the Company’s Amended and Restated Stockholders Agreement, dated as of June1, 2016 (the “Stockholders Agreement”), John C. Compton, Nathaniel H. Taylor and Richard J. Schnall have each resigned from the Board of Directors of the Company (the “Board”), in each case effective as of December4, 2017. Messrs. Compton and Schnall served on the Board as designees of CD&R, and Mr.Taylor served on the Board as a designee of KKR. As a result of the completion of the offering, the Sponsors no longer have any director designation, consent or other governance rights under the Stockholders Agreement.
On December4, 2017, the Company completed an underwritten secondary public offering of 39,955,545 shares of the Company’s common stock owned by investment funds associated with the Sponsors (collectively, the “Selling Stockholders”) to the terms of an Underwriting Agreement, dated November29, 2017 (the “Underwriting Agreement”), among the Company, the Selling Stockholders and Morgan Stanley& Co. LLC (the “Underwriter”). The offering also included the Company’s repurchase of 10,000,000 shares of common stock from the Underwriter at $28.00 per share, which was the price the Underwriter purchased the shares from the Selling Stockholders in the offering. The closing of the share repurchase occurred substantially concurrently with the closing of the offering, and the shares of the Company’s common stock that were repurchased by the Company were retired. The Company did not sell any stock in the offering and did not receive any proceeds from the offering.
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
2
US Foods Holding Corp. ExhibitEX-1.1 2 d497521dex11.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.
