US FOODS HOLDING CORP. Item 1.01. Entry into a Material Definitive Agreement
Senior Notes due 2029
On
The Notes bear interest at a rate of 4.750% per year payable semi-annually in
arrears on
At any time prior to
If the Company experiences a Change of Control (as defined in the Indenture), the Company is required to offer to repurchase the Notes at 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase.
The Indenture contains covenants that, among other things, limit the Company's ability and the ability of its restricted subsidiaries to incur or guarantee additional indebtedness, pay dividends or make other restricted payments, make certain investments, incur restrictions on the ability of the Company's restricted subsidiaries to pay dividends or make certain other payments, create or incur certain liens, sell assets and subsidiary stock, transfer all or substantially all of the Company's assets or enter into merger or consolidation transactions, and enter into transactions with affiliates.
The Indenture provides for customary events of default which include (subject in certain cases to customary grace and cure periods), among others, nonpayment of principal or interest, breach of other agreements in respect of the Notes, failure to pay certain other indebtedness, failure to pay certain final judgments, failure of certain guarantees to be enforceable and certain events of bankruptcy or insolvency.
The foregoing summary and description of the Indenture and the Notes does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Indenture, which is filed as Exhibit 4.1 hereto and incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
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Forward-Looking Statements
Statements in this current report which are not historical in nature are
"forward-looking statements" within the meaning of the federal securities laws.
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
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 4.1 Indenture, datedFebruary 4, 2021 , by and amongUS Foods, Inc. , the subsidiary guarantors from time to time party thereto andWilmington Trust, National Association , as trustee. 104 Interactive Data File.
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