US Foods Holding (USFD) 8-KRegulation FD Disclosure

On November 8, 2021, US Foods, Inc., a direct, wholly-owned subsidiary of US Foods Holding Corp. (“US Foods,” “we,” “our” or “us”), will notify a group of lenders that it intends to arrange a new incremental $900 million senior secured term loan facility under its existing term loan credit agreement in order to repay a portion of its senior secured term loans due June 27, 2023 (the “2023 Term Loans”).  The remaining principal balance of the 2023 Term Loans is expected to be repaid with approximately $400 million of cash on hand and proceeds from new senior unsecured debt that US Foods may seek to issue in the near term.

The consummation of the transactions described above, and the terms of any new debt US Foods may incur, are not entirely within its control and are subject to change based on market and other conditions.  No assurance can be made that the transactions described above will be consummated as described above or at all.

The information contained in this Item 7.01 is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of US Food’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Statements in this current report which are not historical in nature are “forward-looking statements” within the meaning of the federal securities laws, including statements regarding, among other things, the refinancing transactions described herein. 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 (although not all forward-looking statements may contain such words) 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; impairment charges for goodwill, indefinite-lived intangible assets or other long-lived assets; changes in our relationships with customers and group purchasing organizations; our ability to increase or maintain 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 laws and 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 January 2, 2021, which was filed with the SEC on February 16, 2021, and our Quarterly Reports on Form 10-Q for the fiscal quarter ended April 2, 2021, which was filed with the SEC on May 5, 2021, for the fiscal quarter ended July 3, 2021, which was filed with the SEC on August 9, 2021, and for the fiscal quarter ended October 2, 2021, which was filed with the SEC on November 8, 2021. The forward-looking statements contained in this current report speak only as of the date of this current report. We undertake no obligation to update or revise any forward-looking statements, except as may be required by law.