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
(Registrant’s 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 | ||||||
Exhibit 99.1
NOTICE OF CONDITIONAL FULL REDEMPTION
US Foods, Inc.
8.5% Senior Notes Due 2019
CUSIP Numbers 91728CAE3; and 90290M AA9*
NOTICE IS HEREBY GIVEN, pursuant to the Indenture referred to below, that US Foods, Inc. (formerly known as U.S. Foodservice, Inc.), a Delaware corporation (the “Issuer”), has elected to redeem, subject to the satisfaction of the conditions precedent set forth below as provided below, on the Redemption Date (as defined below), all Outstanding Notes under the Indenture, consisting of $1,350,000,000 aggregate principal amount of Notes, at the Redemption Price set forth below. As further described below, in the Issuer’s discretion, the Redemption Date may be delayed until such time as such conditions precedent shall be satisfied as provided below, or such redemption may not occur and this notice may be rescinded in the event that such conditions precedent shall not have been so satisfied by the Redemption Date, or by the Redemption Date as so delayed.
As used herein, the term “Indenture” means 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 the Issuer, the Subsidiary Guarantors from time to time party thereto, and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as Trustee (the “Trustee”). Capitalized terms used and not otherwise defined herein have the meanings given thereto in the Indenture.
The Redemption Price with respect to any redeemed Note is equal to:
| (a) | 106.375% of the principal amount thereof; plus |
| (b) | the accrued but unpaid interest thereon to the Redemption Date. |
The redemption will take place on October 23, 2014 or, if the conditions precedent set forth below are not satisfied as provided below on or prior to October 23, 2014, such later date (but not later than November 22, 2014) as such conditions precedent are so satisfied (such date of such redemption, the “Redemption Date”).
| * | Neither the Issuer nor the Trustee shall be held responsible for the selection or use of any CUSIP numbers, nor is any representation made as to the correctness or accuracy of the CUSIP numbers listed in this Redemption Notice or printed on the Notes. They are included solely for convenience of the Holders. |
The redemption is subject to the satisfaction of each of the following conditions precedent: (i) the consummation (as and when determined by the Issuer, and as and to the extent the Issuer shall require, in each case in its sole and absolute discretion), on or prior to October 23, 2014 (or such later date on or prior to November 22, 2014 as may be determined by the Issuer in its sole and absolute discretion) of the Transactions (as defined in Annex A hereto) on terms and conditions satisfactory in all respects to the Issuer in its sole and absolute discretion, including but not limited to the satisfaction (as determined by the Issuer, and as and to the extent the Issuer shall require, in each case in its sole and absolute discretion) of any condition precedent to such consummation under any agreement, instrument or other document providing for, governing or otherwise relating to any such Transaction, and (ii) the delivery to the Trustee of written notice by the Issuer (in its sole and absolute discretion) to the effect that such consummation of such Transactions has occurred (as so determined, and as and to the extent so required, by the Issuer), and the effectiveness of such written notice. The written notice referred to in clause (ii) of the preceding sentence shall be effective upon delivery, if delivered on or prior to 12:00 noon, New York City time on any given day, and if delivered after 12:00 noon, New York City time on the date of delivery, shall be effective as of 12:01 a.m. New York City time the following Business Day unless the notice expressly states that it shall be effective as of the time of delivery.
In the Issuer’s discretion, the Redemption Date may be delayed until such time as any or all such conditions precedent shall be satisfied as provided above, or the redemption of the Notes pursuant to this notice may not occur and this redemption notice may be rescinded in the event that any or all such conditions precedent shall not have been satisfied by the Redemption Date, or by the Redemption Date as so delayed. Such redemption shall not occur in the event that such conditions precedent have not been so satisfied by November 22, 2014. In the event that such conditions precedent have not been so satisfied by such date, the Issuer will so notify the Holders and the Trustee, and upon any such notice to the Holders and the Trustee, this redemption notice shall be rescinded and of no force or effect for any purpose.
Payment of the Redemption Price will become due and payable on the Redemption Date only upon presentation and surrender of the Notes to the Trustee as follows:
| Registered & Certified Mail: | Regular Mail or Courier: | In Person by Hand Only: | ||
| Wilmington Trust, National Association 246 Goose Lane, Suite 105 Guilford, Connecticut 06437, Attention: Corporate Trust Department |
Wilmington Trust, National Association 246 Goose Lane, Suite 105 Guilford, Connecticut 06437, Attention: Corporate Trust Department |
Wilmington Trust, National Association 246 Goose Lane, Suite 105 Guilford, Connecticut 06437, Attention: Corporate Trust Department |
Interest on the Notes shall cease to accrue on and after the Redemption Date, unless the Issuer defaults in making such redemption payment or the Paying Agent is prohibited from making such payment pursuant to the terms of the Indenture.
As provided in the Indenture, the Issuer hereby provides that payment of the Redemption Price and performance of the Issuer’s obligations with respect to the redemption described herein may be performed by Sysco Corporation, a Delaware corporation, upon satisfaction of the conditions precedent as provided above.
IMPORTANT NOTICE
Noteholders may be subject, under certain circumstances, to backup withholding tax with respect to the redemption payment. Such backup withholding may be applicable if such noteholder, among other things, fails to (i) furnish its correct taxpayer identification number, (ii) certify that it is not subject to backup withholding, or (iii) otherwise comply with applicable backup withholding requirements. A noteholder who wishes to avoid the imposition of backup withholding tax should submit an Internal Revenue Service Form W-9 or W-8, as applicable, when presenting a Note for payment.
| US Foods, Inc. | ||||||
| Date: September 23, 2014 | ||||||
ANNEX A
TRANSACTIONS
As used in this Notice of Redemption, the term “Transactions” means collectively, the following:
| (1) | the occurrence of the Effective Time (as defined in that certain Agreement and Plan of Merger, dated as of December 8, 2013 (the “Merger Agreement”), among USF Holding Corp. (“USF”), a Delaware corporation, Sysco Corporation, a Delaware corporation (“Sysco”), Scorpion Corporation I, Inc., a Delaware corporation, and Scorpion Company II, LLC, a Delaware limited liability company, as amended, supplemented, or otherwise modified from time to time); |
| (2) | receipt by Sysco of net cash proceeds from third-party debt financing for the purpose of enabling, and in an amount sufficient to enable, Sysco to fulfill its obligations under the Merger Agreement, repay or redeem certain existing debt of USF and its subsidiaries (including the Senior ABL Facility, the 2011 Term Facility, the Notes and ABS loan facility entered into in August 2012), and pay certain fees and expenses in connection therewith; and |
| (3) | receipt by the Issuer of immediately available funds for the purpose of enabling, and in an amount sufficient to enable, USF to redeem the Notes in full and pay certain fees and expenses in connection therewith. |