US Foods Announces Pricing of Upsized Private Offering of $900 Million of Senior Unsecured Notes
26 Januar 2021 - 1:05AM
Business Wire
US Foods Holding Corp. (NYSE: USFD) today announced the pricing
of a private offering (the “Offering”) of $900 million aggregate
principal amount of its 4.750% senior unsecured notes due 2029 (the
“Notes”) by its direct, wholly-owned subsidiary, US Foods, Inc.
(“US Foods”). The initial offering price to investors will be 100%
of the principal amount thereof. The offering is expected to close
on February 4, 2021, subject to customary closing conditions. The
size of the Offering was increased by approximately $300 million
aggregate principal amount subsequent to the initial announcement
of the Offering.
US Foods intends to use the net proceeds of the Offering,
together with cash on hand, (i) to fund the redemption of all of
its outstanding 5.875% senior unsecured notes due 2024, (ii) to
repay all of its outstanding senior secured term loans maturing on
April 24, 2025 and (iii) to pay fees and expenses related to the
Offering.
The Notes and the guarantees thereof are being offered in a
private offering exempt from the registration requirements of the
Securities Act of 1933, as amended (the “Securities Act”). The
Notes and the guarantees thereof are being offered only to persons
reasonably believed to be qualified institutional buyers pursuant
to Rule 144A under the Securities Act and to non-U.S. persons
outside the United States in reliance on Regulation S under the
Securities Act.
The Notes and the guarantees thereof have not been registered
under the Securities Act 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 press release does not constitute an offer to sell, or the
solicitation of an offer to buy, the Notes, nor shall there be any
sale of the Notes 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.
About US Foods
US Foods is one of America’s great food companies and a leading
foodservice distributor, partnering with approximately 300,000
restaurants and foodservice operators to help their businesses
succeed. With 70 broadline locations and 78 cash and carry stores,
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.
Visit www.usfoods.com to learn more.
Forward-Looking Statements
Statements in this press release which are not historical in
nature are “forward-looking statements” within the meaning of the
federal securities laws, including statements regarding the
Offering and the intended use of the proceeds thereof. These
statements often include words such as “believe,” “expect,”
“project,” “anticipate,” “intend,” “plan,” “outlook,” “estimate,”
“target,” “seek,” “will,” “may,” “would,” “should,” “could,”
“forecast,” “mission,” “strive,” “more,” “goal,” or similar
expressions and are based upon various assumptions and our
experience in the industry, as well as historical trends, current
conditions, and expected future developments. However, you should
understand that these statements are not guarantees of performance
or results and there are a number of risks, uncertainties and other
factors that could cause our actual results to differ materially
from those expressed in the forward-looking statements, including,
among others, any declines in the consumption of food prepared away
from home; the extent and duration of the negative impact of the
COVID-19 pandemic on us; cost inflation/deflation and commodity
volatility; competition; reliance on third-party suppliers and
interruption of product supply or increases in product costs; risks
related to our indebtedness, including our substantial amount of
debt, our ability to incur substantially more debt, our potential
inability to generate sufficient cash flows to service our debt and
increases in our interest rates; restrictions and limitations
placed on us by our agreements and instruments governing our debt;
changes in our relationships with customers and group purchasing
organizations; our ability to increase or maintain sales to the
highest margin portions of our business; effective integration of
acquired businesses; achievement of expected benefits from cost
savings initiatives; increases in fuel costs; economic factors
affecting consumer confidence and discretionary spending; changes
in consumer eating habits; our reputation in the industry; labor
relations and costs and continued access to qualified and diverse
labor; cost and pricing structures; changes in tax laws and
regulations and resolution of tax disputes; environmental, health
and safety and other governmental regulations, including actions
taken by national, state and local governments to contain the
COVID-19 pandemic, such as travel restrictions or bans, social
distancing requirements, and required closures of non-essential
businesses; product recalls and product liability claims; adverse
judgments or settlements resulting from litigation; disruption of
existing technologies and implementation of new technologies;
cybersecurity incidents and other technology disruptions;
management of retirement benefits and pension obligations; extreme
weather conditions, natural disasters and other catastrophic
events, including pandemics and the rapid spread of contagious
illnesses; and risks associated with intellectual property,
including potential infringement. For a detailed discussion of
these risks, uncertainties and other factors, see the section
entitled “Risk Factors” in our Annual Report on Form 10-K for the
fiscal year ended December 28, 2019, which was filed with the SEC
on February 13, 2020 and our Quarterly Report on Form 10-Q for the
fiscal quarter ended September 26, 2020, which was filed with the
SEC on November 2, 2020. The forward-looking statements contained
in this press release speak only as of the date of this press
release. We undertake no obligation to update or revise any
forward-looking statements, except as may be required by law. We
may not consummate the Offering and, if the Offering is
consummated, we cannot provide any assurances regarding the final
terms of the Offering or our ability to effectively apply the net
proceeds as described above.
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version on businesswire.com: https://www.businesswire.com/news/home/20210125005926/en/
INVESTOR CONTACT: Melissa Napier 847-720-2767
Melissa.Napier@usfoods.com
MEDIA CONTACT: Sara Matheu 773-580-3775
Sara.Matheu@usfoods.com
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