UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): June 22, 2018
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 Number) |
9399 W. Higgins Road, Suite 500
Rosemont, IL 60018
(Address of principal executive offices)
(847)720-8000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| | ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| | ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
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 Rule12b-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 June 22, 2018, US Foods, Inc. (“US Foods”) entered into an amendment (the “Fifth Amendment”) to its term loan credit agreement (as so amended, the “Credit Agreement”) with a syndicate of lenders, including Citicorp North America, Inc., as administrative agent and collateral agent. to, among other things, (i) provide for implementation of LIBOR replacement rates in the event that LIBOR is unavailable in the future and (ii) lower the interest rate margins on outstanding borrowings under the term loan facility to 2.00% for LIBOR borrowings and 1.00% for ABR borrowings.
A copy of the Fifth Amendment is attached as Exhibit 10.1. The foregoing description of the Fifth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such document.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under anOff-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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Date: June 25, 2018 | | | | US FOODS HOLDING CORP. |
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| | | | By: | | /s/ Dirk Locascio |
| | | | | | Dirk Locascio |
| | | | | | Chief Financial Officer |
