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
Date of Report (Date of earliest event reported) November 5, 2014
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 8.01. Other Events.
On December 8, 2013, USF Holding Corp., a Delaware corporation (USF), which owns all of the outstanding shares of common stock of US Foods, Inc., a Delaware corporation (US Foods), entered into an Agreement and Plan of Merger (the Merger Agreement) with Sysco Corporation, a Delaware corporation (Sysco), 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, 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 Indenture dated as of December 19, 2013, and as otherwise supplemented from time to time (the Indenture), 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 Conditional Full Redemption, dated as of September 23, 2014 (the Notice of Redemption) whereby US Foods elected to redeem all of the Outstanding Notes during the period described therein, subject to the satisfaction of certain conditions set forth therein.
Because US Foods does not currently expect to complete the Merger before the first quarter of 2015, on November 5, 2014, US Foods rescinded the Notice of Redemption in accordance with its terms.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits |
Exhibit No. |
Description | |
99.1 | US Foods, Inc. Rescission of Notice of Conditional Full Redemption, dated November 5, 2014. |
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: November 5, 2014 | US FOODS, INC. | |||||
By: | /s/ Fareed Khan | |||||
Fareed Khan Chief Financial Officer |
Exhibit 99.1
RESCISSION OF NOTICE OF CONDITIONAL FULL REDEMPTION
US Foods, Inc.
8.5% Senior Notes due 2019
CUSIP Numbers 91728CAE3; and 90290M AA9
NOTICE IS HEREBY GIVEN, that the conditions precedent set forth in the Notice of Conditional Full Redemption of US Foods, Inc., a Delaware corporation, dated September 23, 2014 (the Notice of Redemption) have not been met on or prior to November 5, 2014, and the Notice of Redemption is hereby rescinded.
US Foods, Inc.
Date: November 5, 2014