ROSEMONT, Ill.--(BUSINESS WIRE)--
US Foods Holding Corp. (NYSE:USFD), today announced the pricing of a
secondary public offering of 40,000,000 shares of common stock by
investment funds associated with Clayton, Dubilier & Rice, LLC (“CD&R”)
and Kohlberg Kravis Roberts & Co. L.P. (“KKR”) and certain members of
management and the board of directors (collectively, the “Selling
Stockholders”) at a price to the public of $28.25 per share for a total
offering size of $1.13 billion. In connection with the offering,
investment funds associated with CD&R and KKR have granted the
underwriters a 30-day option to purchase from such Selling Stockholders
up to an additional 6,000,000 shares of common stock, which if exercised
in full would result in a total offering size of approximately $1.30
billion. The offering is expected to close on May 17, 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 of common stock by the Selling Stockholders.
Goldman Sachs & Co. LLC, 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, Deutsche
Bank Securities, Wells Fargo Securities and KKR Capital Markets are also
serving as joint book-running managers for the offering and BMO Capital
Markets, BTIG, 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 offering was declared effective by the U.S. Securities and
Exchange Commission (“SEC”) on May 11, 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. LLC, 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 US Foods’ 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, IL, 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, including statements concerning
the expected closing date of the offering. Forward-looking 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
release. Such risks, uncertainties, and other important factors include,
among others, the factors set forth in our Annual Report on Form 10-K
for the year ended December 31, 2016, which was filed with the SEC on
February 28, 2017. All forward-looking statements made in this release
are qualified by these cautionary statements. The forward-looking
statements contained in this release speak only as of the date of this
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