ROSEMONT, Ill.--(BUSINESS WIRE)--
US Foods Holding Corp. (NYSE:USFD), today announced the pricing of a
secondary public offering of 36,000,000 shares of common stock by
investment funds associated with Clayton, Dubilier & Rice, LLC and
Kohlberg Kravis Roberts & Co. L.P. (the “Selling Stockholders”) at a
price to the public of $26.00 per share for a total offering size of
$936,000,000. In connection with the offering, the Selling Stockholders
have granted the underwriters a 30-day option to purchase from the
Selling Stockholders up to an additional 5,400,000 shares of common
stock, which if exercised in full would result in a total offering size
of $1,076,400,000. The offering is expected to close on January 31,
2017, subject to customary closing conditions. US Foods is not selling
any stock in this transaction and will not receive any proceeds from the
sale of the shares by the Selling Stockholders.
Goldman, Sachs & Co., Morgan Stanley and J.P. Morgan are acting as joint
book-running managers for the offering and the representatives of the
underwriters. BofA Merrill Lynch, Citigroup, Credit Suisse, Wells Fargo
Securities and KKR are also serving as joint book-running managers for
the offering and Guggenheim Securities, ING, Rabo Securities and Natixis
are serving as co-managers for the offering.
A registration statement, including a prospectus, on Form S-1 relating
to the US Foods shares being sold by the Selling Stockholders was
declared effective by the U.S. Securities and Exchange Commission
(“SEC”) on January 25, 2017. The offering is being made only by means of
a prospectus. Copies of the prospectus related to the offering may be
obtained from Goldman, Sachs & Co., Attention: Prospectus Department,
200 West Street, New York, NY 10282, by telephone toll-free at
1-866-471-2526 or by email at prospectus-ny@ny.email.gs.com;
from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180
Varick Street, 2nd Floor, New York, NY 10014; or from J.P. Morgan
Securities LLC, Attention: Prospectus Department c/o Broadridge
Financial Solutions, Long Island Avenue, Edgewood, NY, 11717, by
telephone toll-free at 1-866-803-9204. The registration statement is
available on the SEC’s website at www.sec.gov
under the registrant’s name.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there be any
sale of these 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.
About US Foods
US Foods is one of America’s great food companies and a leading
foodservice distributor, partnering with approximately 250,000 chefs,
restaurants and foodservice operators to help their businesses succeed.
With nearly 25,000 employees and more than 60 locations, US Foods
provides its customers with a broad and innovative food offering and a
comprehensive suite of e-commerce, technology and business solutions. US
Foods is headquartered in Rosemont, Ill., and generates approximately
$23 billion in annual revenue.
Forward Looking Statements
This press release contains “forward-looking statements” within the
meaning of the federal securities laws. Forward-looking statements
include, among others, statements regarding our liquidity and our
possible or assumed future results of operations, including descriptions
of our business strategies, and the expected closing date of the
offering. These statements often include words such as “believe,”
“expect,” “project,” “anticipate,” “intend,” “plan,” “estimate,”
“target,” “seek,” “will,” “may,” “would,” “should,” “could,”
“forecasts,” “mission,” “strive,” “more,” “goal,” or similar
expressions. The statements are based on assumptions that we have made,
based on our experience in the industry as well as our perceptions of
historical trends, current conditions, expected future developments, and
other factors we think are appropriate. We believe these judgments are
reasonable. However, you should understand that these statements are not
guarantees of performance or results. Our actual results could differ
materially from those expressed in the forward-looking statements. There
are a number of risks, uncertainties, and other important factors, many
of which are beyond our control, that could cause our actual results to
differ materially from the forward-looking statements contained in this
press release. Such risks, uncertainties, and other important factors
include, among others, the risks, uncertainties, and factors set forth
in our SEC filings. All forward-looking statements made in this press
release are qualified by these cautionary statements. The forward
looking statements contained in this press release speak only as of the
date of this press release. We undertake no obligation, other than as
may be required by law, to update or revise any forward-looking or
cautionary statements to reflect changes in assumptions, the occurrence
of events, unanticipated or otherwise, or changes in future operating
results over time or otherwise.
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Source: US Foods