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US Foods gets consents to skip change-of-control offer for 8½% notes
By Toni Weeks
San Luis Obispo, Calif., Dec. 19 - US Foods, Inc. said it received consents from holders representing a majority in principal amount of its outstanding 8½% senior notes due 2019 by 11 a.m. ET on Dec. 19, the expiration time for the company's consent solicitation.
US Foods began soliciting consents on Dec. 10 to approve amendments to the indenture governing the notes that would modify some definitions in the indenture so that the proposed acquisition of US Foods by Sysco Corp. would not constitute a change of control and US Foods would not be required to make a change-of-control offer.
The consent solicitation was 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 Dec. 19 expiration time. Payment was to be made promptly following the expiration time, the company said in a previous press release.
Because the majority condition was satisfied, the company, the subsidiary guarantors and the trustee of the notes, Wilmington Trust, NA, have executed a supplemental indenture to effect the amendments. The amendments, however, are conditioned on the completion of the acquisition by Sept. 8, 2015.
The acquisition agreement was entered into on Dec. 8 by, among others, Sysco and USF Holding Corp., parent of US Foods.
Goldman Sachs & Co. (212 357-0215 or 800 828-3182) was the solicitation agent. D.F. King & Co., Inc. (212 269-5550, 800 207-3158 or usfoods@dfking.com) was the information and tabulation agent.
US Foods is a Chicago-based broadline foodservice distributor.
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