01—Abstract
Summary
Summary of the 8-K filed September 27, 2024. Cited figures are marked; the original filing is the authoritative source.
US Foods Holding Corp. (NYSE: USFD) announced on September 27, 2024 that its wholly-owned subsidiary, US Foods, Inc., priced a private offering of $500 milliona aggregate principal amount of 5.75% senior unsecured notes due 2033.
The offering is made to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, and the notes have not been registered under the Securities Act. The company intends to use the net proceeds to repay a portion of the amounts outstanding under its term loan facility. The notes will be senior unsecured obligations of US Foods, Inc. and will be fully and unconditionally guaranteed by all existing and future wholly-owned domestic subsidiaries that guarantee its obligations under the existing term loan credit facility.
The closing of the sale is scheduled for October 3, 2024, subject to customary closing conditions. The filing states that the offering is subject to market and other conditions and that no assurance can be given it will be consummated on its proposed terms or at all.
02—Key points
Key Highlights
- Pricing of $500 million of 5.75% senior unsecured notes due 2033 by subsidiary US Foods, Inc.
- Net proceeds intended to repay a portion of amounts outstanding under the term loan facility
- Notes to be fully and unconditionally guaranteed by existing and future wholly-owned domestic subsidiaries that guarantee the term loan credit facility
- Offering made privately to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S
- Closing scheduled for October 3, 2024, subject to customary closing conditions
- Notes and guarantees have not been registered under the Securities Act or state securities laws
03—Questions
Frequently Asked Questions
What securities is US Foods offering?
US Foods, Inc., a wholly-owned subsidiary of US Foods Holding Corp., priced $500 million aggregate principal amount of 5.75% senior unsecured notes due 2033.
How will the company use the proceeds?
The company intends to use the net proceeds to repay a portion of the amounts outstanding under its term loan facility.
Who guarantees the notes?
The notes will be 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.
When is the offering expected to close?
The closing of the sale of the notes is scheduled for October 3, 2024, subject to customary closing conditions.
Are the notes publicly registered?
No. The notes and related guarantees have not been registered under the Securities Act or state securities laws and are offered in a private offering exempt from registration.
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