Item 7.01. Regulation FD Disclosure.
Announcement of Notes Offering
On November 16, 2021, US Foods Holding Corp. ("US Foods," "we," "our," or "us")
issued a press release announcing the commencement of a private offering by its
direct, wholly-owned subsidiary, US Foods, Inc., of senior unsecured notes (the
"Notes") in a transaction exempt from registration under the Securities Act of
1933, as amended (the "Securities Act"), a copy of which is furnished as Exhibit
99.1 to this current report.
The Notes and the related guarantees have not been registered under the
Securities Act or the securities laws of any other jurisdiction 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 current report does not constitute an offer to sell or a solicitation of an
offer to buy the securities, nor shall there be any sale of the securities 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.
Information Included in the Offering Memorandum
US Foods is providing the disclosures below, which US Foods included in a
preliminary offering memorandum, dated November 16, 2021, in connection with the
offering of the Notes described herein (the "Offering Memorandum"). The
information in this current report should be read in conjunction with the risk
factors described in our Annual Report on Form 10-K for the year ended January
2, 2021 and our Quarterly Reports on Form 10-Q for the fiscal quarters ended
April 3, 2021, July 3, 2021 and October 2, 2021.
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 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 (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 important factors that
could cause our actual results to differ materially from those expressed in the
forward-looking statements, including, among others: economic factors affecting
consumer confidence and discretionary spending and reducing 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; changes in our relationships with
customers and group purchasing organizations; our ability to increase or
maintain the highest margin portions of our business; achievement of expected
benefits from cost savings initiatives; increases in fuel costs; changes in
consumer eating habits; cost and pricing structures; impairment charges for
goodwill, indefinite-lived intangible assets or other long-lived assets;
environmental, health and safety and other governmental regulation, 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; our reputation in the industry; indebtedness and restrictions
under agreements governing our indebtedness; interest rate increases; changes in
the method of determining London Interbank Offered Rate ("LIBOR") or the
replacement of LIBOR with an alternative reference rate; labor relations and
increased labor costs and continued access to qualified and diverse labor; risks
associated with intellectual property, including potential infringement;
disruption of existing technologies and implementation of new technologies;
cybersecurity incidents and other technology disruptions; effective integration
of acquired businesses; changes in tax laws and regulations and 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 illnesses; costs and
risks associated with current and changing government laws and regulations, and
potential changes as a result of initiatives by the Biden administration; and
management of retirement benefits and pension obligations. 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 3, 2021,
which was filed with the SEC on May 10, 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. We may not
consummate the offering and, if the offering is consummated, we cannot provide
any assurances regarding the final terms thereof.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press Release dated November 16, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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