US Foods’ $1.1 Billion Secondary Common Stock Offering

Simpson Thacher represented the underwriter, Morgan Stanley, in connection with a registered public offering by investment funds associated with Clayton, Dubilier & Rice, LLC and Kohlberg Kravis Roberts & Co. L.P. (the “Selling Stockholders”) of 39,955,545 shares of US Foods Holding Corp. (“US Foods”) common stock, representing the remaining shares of US Foods common stock held by affiliates of the Selling Stockholders. Of that amount, 10,000,000 shares were repurchased by US Foods from Morgan Stanley as part of the offering. The Selling Stockholders received a total of approximately $1.1 billion in proceeds before expenses from the offering.

In May 2016, Simpson Thacher represented the underwriters in connection with US Foods’ $1.2 billion initial public offering. Since the IPO, Simpson Thacher represented the underwriters in secondary offerings by the Selling Stockholders with proceeds aggregating approximately $4.6 billion.

US Foods is one of America’s great food companies and a leading foodservice distributor, partnering with approximately 250,000 restaurants and foodservice operators to help their businesses succeed. With nearly 25,000 employees and more than 60 locations, US Foods provides its customers with a broad and innovative food offering and a comprehensive suite of e-commerce, technology and business solutions. US Foods is headquartered in Rosemont, Ill. and generates approximately $23 billion in annual revenue.

The Simpson Thacher team for this transaction included Joseph Kaufman (Picture), Matthew Levy, Sung Bum Cho and Taylor Steele (Capital Markets); David Rubinsky and Monisha Bhayana (Executive Compensation and Employee Benefits); Nancy Mehlman and Jacqueline Clinton (Tax); Lori Lesser and Linda Nyberg (IP); Jennie Getsin (FINRA & Blue Sky); Tim Mulvihill (Environmental); and Steve DeLott (Insurance).


Involved fees earner: Joseph Kaufman – Simpson Thacher & Bartlett; Matthew Levy – Simpson Thacher & Bartlett; Sung Bum Cho – Simpson Thacher & Bartlett; Taylor Steele – Simpson Thacher & Bartlett; David Rubinsky – Simpson Thacher & Bartlett; Monisha Bhayana – Simpson Thacher & Bartlett; Nancy Mehlman – Simpson Thacher & Bartlett; Jacqueline Clinton – Simpson Thacher & Bartlett; Lori Lesser – Simpson Thacher & Bartlett; Linda Nyberg – Simpson Thacher & Bartlett; Jennie Getsin – Simpson Thacher & Bartlett; Timothy Mulvihill – Simpson Thacher & Bartlett; Steven DeLott – Simpson Thacher & Bartlett;

Law Firms: Simpson Thacher & Bartlett;

Clients: Morgan Stanley;



Author: Ambrogio Visconti