Sachem Head Amends US Foods Stake Filing

TL;DR

Sachem Head Capital Management updated their US Foods filing - watch for changes.

AI Summary

Sachem Head Capital Management LP, on August 13, 2024, filed Amendment No. 9 to its Schedule 13D regarding US Foods Holding Corp. The filing indicates a change in beneficial ownership, though specific new holdings or changes in percentage are not detailed in this excerpt. Sachem Head Capital Management LP is based in New York, NY.

Why It Matters

This amendment signals a potential shift in the investment strategy or stake held by Sachem Head Capital Management in US Foods, which could influence the company's stock performance.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate significant changes in a major shareholder's position, which can lead to increased stock volatility.

Key Numbers

• 9 — Amendment Number (Indicates this is the ninth update to the filing.)

Key Players & Entities

• Sachem Head Capital Management LP (company) — Filing entity
• US Foods Holding Corp. (company) — Subject company
• Michael D. Adamski (person) — Contact person for Sachem Head
• Ryan Nebel (person) — Legal counsel

FAQ

Key Financial Figures

• $0.01 — ame of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securiti
• $52.2847 — of Common Stock at a per share price of $52.2847. In connection with the Stock Repurchas

Filing Documents

• sc13da910692012_08132024.htm (SC 13D/A) — 142KB
• ex9919to13da910692012_081324.htm (EX-99.19) — 35KB
• ex9920to13da910692012_081324.htm (EX-99.20) — 19KB
• ex9921to13da910692012_081324.htm (EX-99.21) — 21KB
• 0000921895-24-001767.txt ( ) — 219KB

Purpose of Transaction

Item 4. Purpose of Transaction .

of the Schedule 13D

Item 4 of the Schedule 13D is hereby amended to add the following: On August 13, 2024, the Issuer and Sagamore Master VIII, one of the Sachem Head Funds, entered into a Stock Repurchase Agreement (the “ Stock Repurchase Agreement ”). Pursuant to the Stock Repurchase Agreement, Sagamore Master VIII agreed to sell, and the Issuer agreed to purchase, 4,000,000 shares of Common Stock at a per share price of $52.2847. In connection with the Stock Repurchase Agreement, Sagamore Master VIII and the Issuer entered into a letter agreement (the “ Representation Letter ”) pursuant to which, among other things, Sagamore Master VIII made certain representations and warranties in connection with the transaction and released the Issuer from any potential claims regarding the Issuer’s possession of material non-public information. The Stock Repurchase Agreement closed on August 13, 2024. The foregoing descriptions of the Stock Repurchase Agreement and Representation Letter are qualified in their entirety by reference to the full text of the Stock Repurchase Agreement and Representation Letter, which are attached hereto as Exhibits 99.19 and 99.20, respectively, and incorporated herein.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . Items 5(a) – (c) and (e) of the Schedule 13D are hereby amended and restated to read in full as follows: (a), (b) Sachem Head Capital, SH Management and Scott D. Ferguson may be deemed to beneficially own 9,712,169 shares of Common Stock (the “ Subject Shares ”), including 4,908 shares of Common Stock underlying vested RSUs directly owned by Scott D. Ferguson. The Subject Shares collectively represent approximately 4.0% of the outstanding shares of Common Stock based upon 244,558,482 shares of Common Stock outstanding as of August 2, 2024 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2024, less the 4,000,000 shares of Common Stock sold by Sagamore Master VIII to the Issuer on August 13, 2024 pursuant to the Stock Repurchase Agreement. 6 CUSIP No. 912008109 Sachem Head Capital, as the investment adviser to the Sachem Head Funds, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. As the general partner of Sachem Head Capital, SH Management may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. As the general partner of SH and SHM, Sachem Head GP may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) 4,995,000 of the Subject Shares, constituting approximately 2.1% of the outstanding shares of Common Stock. By virtue of Scott D. Ferguson’s position as the managing partner of Sachem Head Capital and the managing member of SH Management and Sachem Head GP, Scott D. Ferguson may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. (c) Except as other

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer .

of the Schedule 13D

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information: On August 13, 2024, the Issuer and Sagamore Master VIII entered into the Stock Repurchase Agreement and the Representation Letter, each as defined and described in Item 4 above and attached as Exhibit 99.19 and 99.20, respectively, hereto.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits . 99.1 Joint Filing Agreement, among Sachem Head Capital Management LP, Uncas GP LLC, Sachem Head GP LLC and Scott D. Ferguson.* 99.2 Trading data.* 99.3 Trading data.* 99.4 Trading data.* 99.5 Trading data.* 99.6 Trading data.* 99.7 Letter to the Stockholders of the Issuer.* 99.8 Joint Filing and Solicitation Agreement, among Sachem Head Capital Management LP, Uncas GP LLC, Sachem Head GP LLC, Scott D. Ferguson, Meredith Adler, James J. Barber, Jr., Jeri B. Finard, John J. Harris, Bernardo V. Hees and David A. Toy.* 99.9 Form of Engagement and Indemnification Agreement.* 99.10 Engagement and Indemnification Agreement, by Sachem Head Capital Management LP and Bernardo V. Hees.* 7 CUSIP No. 912008109 99.11 Powers of Attorney.* 99.12 Amended and Restated Joint Filing and Solicitation Agreement by and among Sachem Head Capital Management LP, Uncas GP LLC, Sachem Head GP LLC, Scott D. Ferguson, James J. Barber, Jr., Jeri B. Finard, John J. Harris and David A. Toy.* 99.13 Trading data.* 99.14 Cooperation Agreement by and among Sachem Head Capital Management LP, Uncas GP LLC, Sachem Head GP LLC, Sachem Head LP, Sachem Head Master LP, SH Sagamore Master VIII Ltd., SH Stony Creek Master Ltd. and US Foods Holding Corp.* 99.15 Joint Filing Agreement by and among Sachem Head Capital Management LP, Uncas GP LLC, Sachem Head GP LLC and Scott D. Ferguson.* 99.16 Trading data.* 99.17 Mutual Termination Agreement by and among Sachem Head Capital Management LP, Uncas GP LLC, Sachem Head GP LLC, Sachem Head LP, Sachem Head Master LP, SH Sagamore Master VIII Ltd., SH Stony Creek Master Ltd. and US Foods Holding Corp., dated February 28, 2024.* 99.18 Letter of Resignation from Scott D. Ferguson, dated February 28, 2024.* 99.19 Stock Repurchase Agreement by and between US Foods Holding Corp. and SH Sagamore Master VIII Ltd., dated August 13, 2024. 99.20 Representation Letter by and between US Foods Holdi