UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 22, 2023
US Foods Holding Corp.
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | | 001-37786 | | 26-0347906 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
9399 W. Higgins Road, Suite 100, Rosemont, IL 60018
(Address of principal executive offices) (Zip Code)
(847) 720-8000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, Par Value $0.01 | | USFD | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive Agreement.
On August 22, 2023 US Foods, Inc. (“US Foods”) entered into an amendment (the “Eleventh Amendment”) to its term loan credit agreement (as so amended, the “Credit Agreement”) with a syndicate of lenders to lower the interest rate margins on the class of term loans thereunder scheduled to mature on November 22, 2028 to 2.50% for borrowings that bear interest based upon Term SOFR (as defined in the Credit Agreement) and 1.50% for borrowings that bear interest based upon ABR (as defined in the Credit Agreement).
The foregoing description of the Amendment is not complete and is qualified in its entirety by the full text of the Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 concerning US Foods’ direct financial obligations under the Credit Agreement is hereby incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
| | |
| 10.1 | Eleventh Amendment to the Credit Agreement, dated as August 22, 2023, among US Foods, Inc., the other Loan Parties party thereto, Citicorp North America, Inc., as Administrative Agent and Collateral Agent, Citibank, N.A. and the Lenders party thereto. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | US FOODS HOLDING CORP. | |
| | | |
| Date: August 22, 2023 | By: | /s/ Dirk J. Locascio | |
| | | Dirk J. Locascio | |
| | | Chief Financial Officer | |
