ROSEMONT, IL - Today, US Foods Holding Corp announced an offering of 39,955,545 shares of its common stock by investment funds associated with Clayton, Dubilier & Rice, LLC and Kohlberg Kravis Roberts & Co. L.P, according to a press release. In addition, US Foods intends to repurchase 10,000,000 of the 39,955,545 shares of common stock from the underwriter at a price per share equal to the underwriter’s price of purchase.

Acting as the underwriter for the offering, Morgan Stanley proposes to offer the shares that are not subject to the share repurchase from time to time for sale in one or more transactions on the New York Stock Exchange, in the over-the-counter market, through negotiated transactions, or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, subject to receipt, and acceptance by it and subject to its right to reject any order in whole or in part.

US Foods is not selling any stock in this transaction and will not receive any proceeds from the sale of the shares of common stock by the selling stockholders. The closing of the share repurchase is conditioned on, and expected to occur simultaneously with, the closing of the offering, subject to the satisfaction of other customary conditions. The offering is not conditioned upon the completion of the share repurchase.

US Foods has filed a shelf registration statement on Form S-3, including a prospectus, with the U.S. Securities and Exchange Commission, effective now. The offering will be made only by means of a preliminary prospectus supplement related to the offering being filed today by US Foods with the SEC. Copies of the preliminary prospectus supplement and the accompanying prospectus, and the final prospectus supplement, when available, may be obtained from Morgan Stanley & Co. LLC or by visiting the SEC’s website at www.sec.gov under US Foods’ name.

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US Foods