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EX-99.1 - EX-99.1 - US FOODS, INC. | d793376dex991.htm |
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
September 23, 2014
Date of Report (Date of earliest event reported)
US FOODS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 333-185732 | 36-3642294 | ||
(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
(Registrants telephone number, including area code)
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)) |
Item 8.01. | Other Events. |
On December 8, 2013, USF Holding Corp., a Delaware corporation, which owns all of the outstanding shares of common stock of US Foods, Inc. (US Foods), entered into an Agreement and Plan of Merger (the Merger Agreement) with Sysco Corporation, a Delaware corporation, Scorpion Corporation I, Inc., a Delaware corporation and a wholly owned subsidiary of Sysco and Scorpion Company II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Sysco pursuant to which Sysco will acquire USF (the Merger), on the terms and subject to the conditions set forth in the Merger Agreement.
On September 23, 2014, in connection with and conditional upon the consummation of the Merger and certain other conditions set forth in the Notice of Redemption (the Redemption Conditions), US Foods provided the holders of all of the outstanding notes (the Outstanding Notes) issued under the Indenture, dated as of May 11, 2011, as supplemented by the First Supplemental Indenture, dated as of December 6, 2012, the Second Supplemental Indenture, dated as of December 27, 2012, the Third Supplemental Indenture, dated as of January 16, 2013, the Fourth Supplemental dated as of December 19, 2013, and as otherwise supplemented from time to time, among US Foods, the Subsidiary Guarantors from time to time party thereto, and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as Trustee, a Notice of Redemption whereby US Foods has elected to redeem all of the Outstanding Notes during the period described therein, subject to the satisfaction of the Redemption Conditions. As further described in the Notice of Redemption, in US Foods discretion, the redemption may be delayed or may not occur and the Notice of Redemption may be rescinded in the event that the Redemption Conditions are not satisfied by the Redemption Date (as defined in the Notice of Redemption). In addition, whether or not the Redemption Conditions are satisfied by the Redemption Date, US Foods reserves the right to take any other actions with respect to the Notes, including satisfying and discharging the Notes or redeeming the Notes at a later date.
The redemption price with respect to any redeemed note will be equal to 106.375% of the principal amount of such note, plus accrued but unpaid interest thereon to the redemption date and following the completion of such redemption.
This report does not constitute a notice of redemption under the Indenture nor an offer to tender for, or purchase, any notes or any other security. There can be no assurances that the Redemption Conditions will be satisfied or that the redemption will occur.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit No. |
Description | |
99.1 | US Foods, Inc. Redemption Notice, dated September 23, 2014, for $1,350,000,000 aggregate principal amount of Outstanding Notes. |
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.
Date: September 23, 2014 | US FOODS, INC. | |||||
By: | /s/ Fareed Khan | |||||
Fareed Khan Chief Financial Officer |