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EX-23.1 - EX-23.1 - US Foods Holding Corp.d383001dex231.htm
EX-5.1 - EX-5.1 - US Foods Holding Corp.d383001dex51.htm

As filed with the Securities and Exchange Commission on May 11, 2017

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

US FOODS HOLDING CORP.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   5140   26-0347906

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification No.)

9399 W. Higgins Road, Suite 500

Rosemont, IL 60018

(847) 720-8000

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

Kristin M. Coleman, Esq.

Executive Vice President, General Counsel and Chief Compliance Officer

US Foods Holding Corp.

9399 W. Higgins Road, Suite 500

Rosemont, IL 60018

(847) 720-8000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

John P. Kelsh, Esq.

Sidley Austin LLP

One South Dearborn Street

Chicago, IL 60603

Telephone: (312) 853-7000

 

Steven J. Slutzky, Esq.

Debevoise & Plimpton LLP

919 Third Avenue

New York, NY 10022

Telephone: (212) 909-6000

 

Joseph H. Kaufman, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Telephone: (212) 455-2000

 

 

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after the effective date of this Registration Statement.

 

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, or the Securities Act, check the following box.  ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒ File No. 333-217325

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer   ☒ (Do not check if a smaller reporting company)    Smaller reporting company  
     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 7(a)(2)(B) of the Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of

Securities to be Registered

 

Amount

to be

Registered(1)(2)

 

Proposed

Maximum

Offering Price

Per Share(3)

 

Proposed

Maximum

Aggregate

Offering Price(1)(3)

 

Amount of

Registration Fee

Common Stock, par value $0.01 per share

  5,750,000   $28.25   $162,437,500   $18,826.51

 

 

(1) Includes shares of common stock subject to the underwriters’ option to purchase additional shares of common stock. See “Underwriting (Conflicts of Interest).”
(2) This amount is in addition to the 40,250,000 shares of common stock registered under the Registrant’s registration statement originally declared effective on May 11, 2017 (File No. 333-217325) and includes shares to be sold upon exercise of the underwriters’ option to purchase additional shares of common stock.
(3) Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(a) under the Securities Act of 1933.

 

 

This registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

This registration statement on Form S-1 is being filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This registration statement relates to the registrant’s prior registration statement on Form S-1 (Registration No. 333-217325), originally filed with the Commission on April 14, 2017, as amended (together with its exhibits, the “Prior Registration Statement”), which was declared effective on May 11, 2017. The Prior Registration Statement is incorporated by reference herein.

 

 

 


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rosemont, State of Illinois, on the 11th day of May, 2017.

 

US FOODS HOLDING CORP.
By:   /s/ Dirk J. Locascio

Name:

Title:

 

Dirk J. Locascio

Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on the 11th day of May, 2017.

 

Signature

  

Title

*

Pietro Satriano

  

President, Chief Executive Officer and Director

(Principal Executive Officer)

*

Dirk J. Locascio

  

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

*

John C. Compton

   Chairman of the Board of Directors

*

Court D. Carruthers

   Director

*

Robert Dutkowsky

   Director

*

Kenneth A. Giuriceo

   Director

*

John A. Lederer

   Director

*

Vishal Patel

   Director

*

Carl Andrew Pforzheimer

   Director

*

Richard J. Schnall

   Director

*

Nathaniel H. Taylor

   Director

*

David M. Tehle

   Director

 

*BY:   /s/ Kristin M. Coleman
 

Kristin M. Coleman

Attorney-in-Fact


EXHIBIT INDEX

 

Exhibit
Number

  

Description of Exhibits

5.1*    Opinion of Sidley Austin LLP.
23.1*    Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP.
23.2*    Consent of Sidley Austin LLP (included in Exhibit 5.1).
24.1    Power of Attorney (included on signature page to the Prior Registration Statement and incorporated herein by reference).

 

* Filed herewith.