Attached files
file | filename |
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EX-20.1 - EX-20.1 - US FOODS, INC. | d204007dex201.htm |
EX-10.7 - EX-10.7 - US FOODS, INC. | d204007dex107.htm |
EX-10.6 - EX-10.6 - US FOODS, INC. | d204007dex106.htm |
EX-10.5 - EX-10.5 - US FOODS, INC. | d204007dex105.htm |
EX-10.4 - EX-10.4 - US FOODS, INC. | d204007dex104.htm |
EX-10.3 - EX-10.3 - US FOODS, INC. | d204007dex103.htm |
EX-10.2 - EX-10.2 - US FOODS, INC. | d204007dex102.htm |
EX-10.1 - EX-10.1 - US FOODS, INC. | d204007dex101.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
May 25, 2016
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 1.01. | Entry into a Material Definitive Agreement. |
In connection with the completion of the initial public offering (the Offering) of the common stock, par value $0.01 per share (the Common Stock), of US Foods Holding Corp. (USFD), the parent and sole stockholder of US Foods, Inc. (the Company), described in USFDs prospectus, dated May 25, 2016, filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the Prospectus), which is deemed to be part of the USFDs Registration Statement on Form S-1 (File No. 333-209442), as amended (the Registration Statement), on June 1, 2016, USFD entered into an Amended and Restated Stockholders Agreement, among USFD and the stockholders named therein (the Stockholders Agreement), an Amended and Restated Registration Rights Agreement, by and among USFD and the stockholders named therein (the Registration Rights Agreement), Amendment No. 1 to the Management Stockholders Agreement by and between USFD and the management stockholders party thereto (the Amendment to the MSA), a termination agreement of the amended and restated consulting agreement (the CD&R Termination Agreement) by and among the Company, USFD and CD&R (defined below) and a termination agreement of the amended and restated consulting agreement (the KKR Termination Agreement and, together with the CD&R Termination Agreement, the Termination Agreement) by and among the Company, USFD and KKR (defined below). Affiliates of Clayton, Dubilier & Rice, LLC (CD&R) and Kohlberg Kravis Roberts & Co. L.P. (KKR) that are party to the Stockholders Agreement, the Registration Rights Agreement and the Termination Agreement have various relationships with the Company. For further information concerning the material relationships between the Company and the CD&R and KKR entities and their affiliates, see the section entitled Certain Relationships and Related Party Transactions in the Prospectus.
The Stockholders Agreement, the Registration Rights Agreement, the Amendment to the MSA, the CD&R Termination Agreement and the KKR Termination Agreement are filed herewith as Exhibits 10.1, 10.2, 10.3, 10.4, and 10.5, respectively, and are incorporated herein by reference. The terms of the Stockholders Agreement, the Registration Rights Agreement and the Termination Agreement are substantially the same as the terms set forth in the forms of the agreements filed as exhibits to the Registration Statement and as described in the Prospectus. The Amendment to the MSA provides that, after the consummation of the Offering, in the event of a management stockholders death or permanent disability, USFD may either waive the transfer restrictions on the securities owned by the management stockholder or repurchase the securities.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
US Foods Holding Corp. 2016 Omnibus Incentive Plan
Effective May 25, 2016, USFDs Board of Directors adopted, and its stockholders approved, the US Foods Holding Corp. 2016 Omnibus Incentive Plan (the Omnibus Incentive Plan), a copy of which is filed as Exhibit 10.6 and incorporated herein by reference. The Omnibus Incentive Plan provides for the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards, cash based awards and performance-based awards to employees, directors or other persons having a service relationship with USFD and its subsidiaries. For further information regarding the Omnibus Incentive Plan, see ManagementCompensation Arrangements Adopted in Connection with This Offering2016 Omnibus Incentive Plan in the Prospectus.
The above description of the Omnibus Incentive Plan is not complete and is qualified in its entirety by reference to Exhibit 10.6.
US Foods Holding Corp. Employee Stock Purchase Plan
Effective June 1, 2016, USFDs Board of Directors adopted, and its stockholders approved, the US Foods Holding Corp. Employee Stock Purchase Plan (the ESPP), a copy of which is filed as Exhibit 10.7 and incorporated herein by reference. The ESPP provides certain employees of USFD and its designated subsidiaries with an opportunity to purchase Common Stock through accumulated payroll deductions. For further information regarding the ESPP, see ManagementCompensation Arrangements Adopted in Connection with This OfferingUS Foods Holding Corp. Employee Stock Purchase Plan in the Prospectus.
The above description of the ESPP is not complete and is qualified in its entirety by reference to Exhibit 10.7.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit |
Description | |
10.1 | Amended and Restated Stockholders Agreement, dated as of June 1, 2016, among US Foods Holding Corp. and the other parties thereto. | |
10.2 | Amended and Restated Registration Rights Agreement, dated as of June 1, 2016, among US Foods Holding Corp. and the other parties thereto. | |
10.3 | Form of Amendment No. 1 to the Management Stockholders Agreement, dated as of June 1, 2016, between US Foods Holding Corp. and the management stockholders parties thereto. | |
10.4 | Termination Agreement, dated as of June 1, 2016, among US Foods Holding Corp., US Foods, Inc. and the CD&R entities signatory thereto | |
10.5 | Termination Agreement, dated as of June 1, 2016, among US Foods Holding Corp., US Foods, Inc. and the KKR entities signatory thereto | |
10.6 | US Foods Holding Corp. 2016 Omnibus Incentive Plan, including forms of award agreements | |
10.7 | US Foods Holding Corp. Employee Stock Purchase Plan | |
20.1 | US Foods Holding Corp. Prospectus dated May 25, 2016 |
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: June 1, 2016 | US FOODS, INC. | |||
By: | /s/ Juliette Pryor | |||
Juliette Pryor Executive Vice President, General Counsel and Secretary |