US Foods Announces Receipt of Requisite Consents from Holders of 8.5% Senior Notes Due 2019 and Expiration of Consent

  US Foods Announces Receipt of Requisite Consents from Holders of 8.5% Senior
  Notes Due 2019 and Expiration of Consent Solicitation

Business Wire

ROSEMONT, Ill. -- December 19, 2013

US Foods, Inc. (“US Foods” or the “Company”) previously announced that it is
soliciting consents from holders of its outstanding 8.5% Senior Notes due 2019
(the “Notes”) to approve amendments (the “Proposed Amendments”) to the
Indenture, dated as of May 11, 2011, among the Company, the subsidiary
guarantors party thereto (the “Subsidiary Guarantors”), and Wilmington Trust,
National Association (as successor by merger to Wilmington Trust FSB, the
“Trustee”), pursuant to which the Notes were issued. The solicitation of
consents by the Company (the “Consent Solicitation”) was made upon the terms
and subject to the conditions set forth in the Consent Solicitation Statement,
dated December 10, 2013.

The Proposed Amendments modify certain definitions contained in the Indenture
so that the proposed acquisition by Sysco Corporation (“Sysco”) of all of the
outstanding equity interests of US Foods (the “Acquisition”) pursuant to an
agreement and plan of merger (the “Acquisition Agreement”) entered into by,
among others, Sysco and USF Holding Corp., as parent of US Foods, on December
8, 2013 will not constitute a “Change of Control” under the Indenture, and US
Foods will not be required to make a “Change of Control Offer” under the
Indenture in connection with the Acquisition.

As of 11:00 a.m. on December 19, 2013, valid consents from holders of a
majority in aggregate principal amount of the outstanding Notes (the
“Requisite Consents”) were received and not revoked and revocation rights have
terminated. The Company, the Subsidiary Guarantors and the Trustee have
executed a supplemental indenture (the “Supplemental Indenture”) to effect the
Proposed Amendments. The Supplemental Indenture shall bind all holders of
Notes and their transferees. The Proposed Amendments became operative upon the
execution and delivery of the Supplemental Indenture and will thereafter bind
every holder of Notes. However, the Supplemental Indenture will provide that
if either (i) the Acquisition Agreement is terminated in accordance with its
terms or (ii) the Acquisition is not consummated by September 8, 2015, the
terms in the Indenture that would be affected by the Proposed Amendments will
revert to the form in effect immediately prior to the Effective Time, with
such reversion being retroactive as if the Proposed Amendments had never
become operative. The Consent Solicitation expired as of 5:00 p.m. on December
19, 2013.

The Company retained Goldman, Sachs & Co. as the exclusive solicitation agent
(the “Solicitation Agent”). Any persons with questions regarding the consent
solicitation should contact the Solicitation Agent at (212) 357-0215 (collect)
or (800) 828-3182 (toll free).

This announcement is for information purposes only and is neither an offer to
sell nor a solicitation of an offer to buy any security. This announcement is
also not a solicitation of consents with respect to the Proposed Amendments or
any securities. No recommendation is being made as to whether holders of the
Notes should consent to the Proposed Amendments. The solicitation of consents
is not being made in any jurisdiction in which, or to or from any person to or
from whom, it is unlawful to make such solicitation under applicable state or
foreign securities or “blue sky” laws.

About US Foods

With approximately $22 billion in annual revenue, US Foods is the 10th largest
privately held company in America. As one of America’s great food companies
and leading distributors, US Foods is Keeping Kitchens Cooking and making life
easier for more than 200,000 customers, including independent and multi-unit
restaurants, healthcare and hospitality entities, government and educational
institutions. The Company offers more than 350,000 products, including
high-quality, exclusive brands such as the innovative Chef’s Line, a
time-saving, chef-inspired line of scratch-quality products, and Rykoff
Sexton, a premium line of specialty ingredients sourced from around the world.
The Company proudly employs approximately 25,000 people in more than 60
locations nationwide. US Foods is headquartered in Rosemont, Ill., and jointly
owned by funds managed by Clayton, Dubilier & Rice Inc. and Kohlberg Kravis
Roberts & Co. Discover more at

Cautionary Note Regarding Forward-Looking Statements

Certain statements contained in this press release include “forward-looking
statements.” Forward-looking statements include information relating to the
Company’s expectations regarding the consent solicitation and the Acquisition
and the Company’s future prospects and financial position. These statements
are based on the Company’s beliefs and assumptions based on information
available at the time the assumption was made and on management’s experience
and perception of historical trends, current conditions and expected further
developments as well as other factors deemed appropriate in the circumstances.
Investors are cautioned that there are risks and uncertainties related to such
forward-looking statements and actual results may vary. Important factors that
could cause actual results to differ materially from those expressed or
implied by the forward-looking statements contained in this press release
include, without limitation, factors detailed from time to time in the
Company’s periodic reports filed with the Securities and Exchange Commission.
The forward-looking statements contained in this press release are made as of
the date of this press release and the Company assumes no obligation to update
or revise them to reflect new events or circumstances, except as explicitly
required by securities laws.


US Foods, Inc.
William M. Murray, Senior Vice President and Treasurer
Office: (847) 720-8080
US Foods, Inc.
9399 W. Higgins Road, Suite 500
Rosemont, IL 60018
Telephone: (847) 720-8000
Press spacebar to pause and continue. Press esc to stop.