8-K - USFD - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

_____________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 27, 2024

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US Foods Holding Corp.

(Exact name of registrant as specified in its charter)

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Delaware	001-37786	26-0347906
(State or other jurisdiction of<br>incorporation)	(Commission File Number)	(I.R.S. Employer<br>Identification Number)

9399 W. Higgins Road, Suite 100

Rosemont, IL 60018

(Address of principal executive offices) (Zip code)

(847) 720-8000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	USFD	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On September 27, 2024, US Foods Holding Corp. (the “Company”) issued a press release announcing the commencement of a private offering exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), of $500 million aggregate principal amount of senior unsecured notes due 2033 (the “Notes”) by its direct, wholly-owned subsidiary, US Foods, Inc. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Additionally, on September 27, 2024, the Company issued a press release announcing the pricing of the Notes. The Notes will be fully and unconditionally guaranteed by all existing and future wholly-owned domestic subsidiaries of US Foods, Inc. that guarantee its obligations under its existing term loan credit facility. The closing of the sale of the Notes is scheduled for October 3, 2024, subject to customary closing conditions. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

The Notes and the related guarantees have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

This current report does not constitute an offer to sell or a solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit<br>Number	Description
99.1	Press Release announcing intention to offer the Notes,usfd09272024ex991.htmdated September 27, 2024 .
99.2	Press Release announcing pricing of the Notes , dated Se ptember 27 , 2024.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DATED: September 27, 2024	US Foods Holding Corp.
	By:	/s/ Dirk J. Locascio
		Dirk J. Locascio
		Chief Financial Officer

Document

Exhibit 99.1

INVESTOR CONTACT:	MEDIA CONTACT:
Mike Neese	Sara Matheu
(847) 232-5894	(773) 580-3775
Michael.Neese@usfoods.com	Sara.Matheu@usfoods.com

US FOODS ANNOUNCES PRIVATE OFFERING OF $500 MILLION OF

SENIOR UNSECURED NOTES

ROSEMONT, Ill. (BUSINESS WIRE) September 27, 2024 – US Foods Holding Corp. (NYSE: USFD) today announced that its wholly-owned subsidiary, US Foods, Inc. (“US Foods”), intends, subject to market and other conditions, to offer (the “Offering”) $500 million in aggregate principal amount of senior unsecured notes due 2033 (the “Notes”). US Foods intends to use the net proceeds of the Offering to repay a portion of the amounts outstanding under its term loan facility.

The Notes and the related guarantees thereof will be offered in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") in the United States to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and outside the United States pursuant to Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

This press release is for informational purposes only and does not constitute an offer to sell the Notes, nor a solicitation for an offer to purchase the Notes or any other securities, nor shall there be any sales of Notes or other securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No assurance can be made that the Offering will be consummated on its proposed terms or at all.

Document

Exhibit 99.2

INVESTOR CONTACT:	MEDIA CONTACT:
Mike Neese	Sara Matheu
(847) 232-5894	(773) 580-3775
Michael.Neese@usfoods.com	Sara.Matheu@usfoods.com

US FOODS ANNOUNCES PRICING OF PRIVATE OFFERING OF $500 MILLION OF SENIOR UNSECURED NOTES

ROSEMONT, Ill. (BUSINESS WIRE) September 27, 2024 – US Foods Holding Corp. (NYSE: USFD) today announced that its wholly-owned subsidiary, US Foods, Inc. (“US Foods”), has priced the previously announced notes offering and has agreed to issue and sell $500 million aggregate principal amount of 5.75% senior unsecured notes due 2033 (the “Notes”).

US Foods intends to use the net proceeds of the Notes offering to repay a portion of the amounts outstanding under its term loan facility. The Notes will be the senior unsecured obligations of US Foods and will be guaranteed by all of US Foods’ existing and future wholly-owned domestic subsidiaries that guarantee US Foods’ obligations under its existing term loan credit facility. The closing of the sale of the Notes is scheduled for October 3, 2024, subject to customary closing conditions.

The Notes and the related guarantees thereof will be offered in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) in the United States to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act, and outside the United States pursuant to Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act or any state securities laws and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.