US Foods seeks consents to skip change-of-control offer for 8½% notes

By Toni Weeks

San Luis Obispo, Calif., Dec. 10 - US Foods, Inc. started a consent solicitation to approve amendments to the indenture governing its outstanding 8½% senior notes due 2019, according to a company press release.

The company is seeking noteholder consent to modify some definitions in the indenture so that the proposed acquisition of US Foods by Sysco Corp. will not constitute a change of control, and US Foods will not be required to make a change-of-control offer.

The acquisition agreement was entered into on Dec. 8 by, among others, Sysco and USF Holding Corp., parent of US Foods.

The consent solicitation is being made at Sysco's request and expense. Sysco will pay $2.50 per $1,000 principal amount of notes held as of the record day, 5 p.m. ET on Dec. 9, for consents delivered by the expiration time, 5 p.m. ET on Dec. 19. Payment will be made promptly following the expiration time, subject to the receipt of consents representing a majority in principal amount of all outstanding notes not held by US Foods or its affiliates.

US Foods anticipates that promptly after receipt of the requisite consents, it will execute a supplemental indenture, and the proposed amendments will become operative. The amendments are subject to the completion of the acquisition by Sept. 8, 2015.

Goldman Sachs & Co. (212 357-0215 or 800 828-3182) is the solicitation agent. D.F. King & Co., Inc. (212 269-5550, 800 207-3158 or usfoods@dfking.com) is the information and tabulation agent.

US Foods is a Chicago-based broadline foodservice distributor.

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