US Foods Reports Material Agreements, Financial Obligations, and Officer Comp Changes

TL;DR

**US Foods just dropped an 8-K detailing new and terminated material agreements, plus fresh financial obligations and officer pay changes!**

AI Summary

US Foods Holding Corp. filed an 8-K on February 29, 2024, reporting events from February 27, 2024. The filing indicates the entry into and termination of a material definitive agreement, the creation of a direct financial obligation, and changes in compensatory arrangements for certain officers. This suggests significant corporate activity related to its financial and contractual obligations.

Why It Matters

This filing signals significant operational and financial shifts for US Foods, potentially impacting its future profitability and strategic direction through new agreements and financial commitments.

Risk Assessment

Risk Level: medium — The filing indicates both entry into and termination of material agreements, along with new financial obligations, which introduces uncertainty regarding the net impact on the company's financial health.

Key Players & Entities

• US Foods Holding Corp. (company) — registrant
• February 27, 2024 (date) — date of earliest event reported
• February 29, 2024 (date) — filing date
• 001-37786 (string) — Commission File Number
• Delaware (string) — State of incorporation

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, Par Value $0.01 USFD New York Stock Exchange Indi

Filing Documents

• form8-k.htm (8-K) — 36KB
• ex10-1.htm (EX-10.1) — 1299KB
• ex10-2.htm (EX-10.2) — 41KB
• 0000950157-24-000289.txt ( ) — 1760KB
• usfd-20240227.xsd (EX-101.SCH) — 4KB
• usfd-20240227_lab.xml (EX-101.LAB) — 22KB
• usfd-20240227_pre.xml (EX-101.PRE) — 16KB
• form8-k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On February 27, 2024 US Foods, Inc. ("US Foods") entered into an amendment (the "Twelfth Amendment") to its term loan credit agreement (as so amended, the "Credit Agreement") with a syndicate of lenders to lower the interest rate margins on the class of term loans thereunder scheduled to mature on November 22, 2028 to (x) 2.00% for borrowings that bear interest based upon Term SOFR (as defined in the Credit Agreement) (and to remove the credit spread adjustment with respect thereto) and (y) 1.00% for borrowings that bear interest based upon ABR (as defined in the Credit Agreement). The foregoing description of the Amendment is not complete and is qualified in its entirety by the full text of the Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

02. Termination of a Material Definitive Agreement

Item 1.02. Termination of a Material Definitive Agreement. On February 28, 2024, US Foods Holding Corp. (the "Company") entered into a Mutual Termination Agreement (the "Termination Agreement") with Sachem Head Capital Management LP and certain of its affiliates (collectively, "Sachem Head"). Pursuant to the Termination Agreement, the Cooperation Agreement, dated as of May 9, 2022 (the "Cooperation Agreement"), between the Company and Sachem Head was terminated by mutual agreement and is of no further force or effect, effective as of the close of business on February 28, 2024. Neither the Company nor Sachem Head have any further rights, duties or obligations under the Cooperation Agreement, including any obligations on the part of the Company to nominate certain directors to the Company's Board of Directors (the "Board") or any new or standing committees of the Board, or on the part of Sachem Head to vote its shares in accordance with the Board's recommendations or abide by the standstill restrictions set forth therein. The foregoing description of the Termination Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Termination Agreement, which is attached hereto as Exhibit 10.2, and is incorporated herein by reference. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 28, 2024, Scott D. Ferguson resigned from the Board in accordance with the terms of the Termination Agreement. Mr. Ferguson had been previously appointed to the Board pursuant to the Cooperation Agreement. His resignation was not be

01. Financial

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Twelfth Amendment to the Credit Agreement, dated as February 27, 2024, among US Foods, Inc., the other Loan Parties party thereto, Citicorp North America, Inc., as Administrative Agent and Collateral Agent, Citibank, N.A. and the Lenders party thereto. 10.2 Mutual Termination Agreement, dated as of February 28, 2024, by and among the US Foods Holding Corp., Sachem Head Capital Management LP and certain of its affiliates .

SIGNATURES

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. US FOODS HOLDING CORP. Date: February 29, 2024 By: /s/ Dirk J. Locascio Name: Dirk J. Locascio Title: Chief Financial Officer