US Foods Announces $ 500 Million Private Placement of Senior Unsecured Notes


ROSEMONT, Illinois, November 16, 2021– (BUSINESS WIRE) – US Foods Holding Corp. (NYSE: USFD) today announced the commencement of a private offering (the “Offer”) in the aggregate principal amount of $ 500 million of senior unsecured notes due 2030 (the “Notes”). ”) By its direct wholly owned subsidiary, US Foods, Inc. (“ US Foods ”), subject to market and other conditions.

US Foods intends to use the net proceeds of the Offering (i) to repay a portion of its outstanding term loans due on June 27, 2023 (the “2023 Term Loans”) and (ii) to pay related fees and expenses. US Foods expects that the portion of the 2023 term loans remaining outstanding after using the net proceeds of the offering will be repaid using the net proceeds of a new scheduled term loan facility and cash on hand. .

The Bonds and their collateral will be offered by way of a private offer exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Securities and their collateral will only be offered to persons reasonably considered to be qualified institutional buyers in accordance with Rule 144A of the Securities Act and to non-US persons outside the United States in accordance with Regulation S of the Securities Act.

The Securities and their collateral have not been registered under the Securities Act and may not be offered or sold in the United States absent a registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the tickets, and there will be no sale of the tickets in any state or jurisdiction where such an offer, solicitation or sale would be illegal prior to registration or qualification under the securities laws of any such state or jurisdiction. No guarantee can be given that the Offer will be carried out according to its proposed terms or not at all.

About American Foods

US Foods is one of America’s leading food companies and a leading foodservice distributors, partnering with approximately 300,000 restaurants and foodservice operators to help their businesses succeed. With 70 branches and 80 take-out stores, US Foods provides 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, Illinois. Visit to learn more.

Forward-looking statements

Statements in this press release that are not historical in nature are “forward-looking statements” within the meaning of federal securities laws, including statements regarding the offer and the new expected term loan facility and ‘intended use of the proceeds thereof. These statements often include words such as “believe”, “expect”, “project”, “anticipate”, “intend”, “plan”, “outlook”, “estimate”, “target”, “Seek”, “” “may”, “should”, “should”, “could”, “foresee”, “mission”, “strive”, “more”, “objective” or similar expressions (although all forward-looking statements do not contain such words) and are based on various assumptions and our experience in the industry, as well as on historical trends, current conditions and expected future developments. However, you should understand that these statements do not constitute no guarantees of performance or results and that there are a number of risks, uncertainties and other important factors that could cause our actual results to differ materially from those expressed in forward-looking statements, including, among others: economic factors affecting confi consumer ance and discretionary spending and reducing consumption of foods prepared outside the home; the extent and duration of the negative impact of the COVID-19 pandemic on us; cost inflation / deflation and commodity volatility; competetion; dependence on third party suppliers and disruption of product supply or increased product costs; changes in our relationships with customers and purchasing groups; our ability to increase or maintain the highest margins of our business; achieving the expected benefits of cost reduction initiatives; increases in fuel costs; changes in consumer eating habits; cost and pricing structures; charges for the impairment of goodwill, intangible assets with indefinite useful lives or other long-lived assets; environment, health and safety and other government regulations, including measures taken by national, state and local governments to contain the COVID-19 pandemic, such as travel restrictions or bans, requirements social distancing and required closures of non-essential businesses; product recalls and product liability claims; our reputation in the industry; indebtedness and restrictions under the agreements governing our indebtedness; interest rate increases; changes in the method of determining the London Interbank Offered Rate (“LIBOR”) or the replacement of LIBOR by another benchmark rate; labor relations, rising labor costs and continued access to a skilled and diverse workforce; risks associated with intellectual property, including potential infringement; disruption of existing technologies and implementation of new technologies; cybersecurity incidents and other technological disruptions; effective integration of acquired businesses; changes in tax laws and regulations and the resolution of tax disputes; adverse judgments or settlements resulting from litigation; extreme weather conditions, natural disasters and other catastrophic events, including pandemics and the rapid spread of contagious diseases; the costs and risks associated with current and changing government laws and regulations, and potential changes resulting from the initiatives of the Biden administration; and the management of pension benefits and pension obligations. For a detailed discussion of these risks, uncertainties and other factors, see the section titled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 2, 2021, which was filed with the SEC on February 16, 2021 and our quarterly reports on Form 10-Q for the fiscal quarters ended April 3, 2021, July 3, 2021, and October 2, 2021, which were filed with the SEC on May 10, 2021, August 9, 2021 and November 8, 2021, respectively. The forward-looking statements contained in this press release speak only as of the date of this press release. We assume no obligation to update or revise forward-looking statements, except as required by law. We may not complete the Offering or the New Scheduled Term Loan Facility and, if the Offering and such Scheduled Term Loan Facility are consumed, we cannot provide any assurance as to the respective final terms thereof.

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Melissa Napier
[email protected]

Sara Matheu
[email protected]

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