---
schema_version: "secwatch.filing_event.v1"
accession: "0000950157-24-000289"
form_type: "8-K"
ticker: "USFD"
cik: "0001665918"
company_name: "US Foods Holding Corp."
filed_at: "2024-02-29T23:59:59+00:00"
generated_at: "2026-06-05T06:51:05.442970+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# US Foods reprices $721.5M term loan, cuts rate margins; ends Sachem Head pact

## Summary
- Twelfth Amendment lowers Term SOFR margin to 2.00% (no credit spread) and ABR margin to 1.00% on $721.5M term loans maturing Nov 2028.
- Repriced Term Loans refinance all existing Incremental B-2021 Term Loans; Citibank provided $20M of new money.
- Mutual termination of Cooperation Agreement with Sachem Head effective Feb 28, 2024; no further standstill or board nomination obligations.
- Scott D. Ferguson resigned from the Board per the termination; resignation not due to any disagreement with the company.

## SEC filing metadata
- accession: 0000950157-24-000289
- form_type: 8-K
- ticker: USFD
- cik: 0001665918
- company_name: US Foods Holding Corp.
- filed_at: 2024-02-29T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 1.02, 2.03, 5.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1665918/000095015724000289/0000950157-24-000289-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1665918/000095015724000289/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950157-24-000289
- JSON: https://secwatch.observer/filing/0000950157-24-000289.json
- Plain text: https://secwatch.observer/filing/0000950157-24-000289.txt

## Key facts
- Debt Financings
  US Foods Holding Corp. amended credit facility with syndicate of lenders at (x) 2.00% for borrowings that bear interest based upon Term SOFR (as defined in maturing November 22, 2028.
  - Instrument: credit facility
  - Counterparty: syndicate of lenders
  - Rate: (x) 2.00% for borrowings that bear interest based upon Term SOFR (as defined in
  - Maturity: November 22, 2028
  - Event: amendment
  source text: On February 27, 2024 US Foods, Inc. (“US Foods”) entered into an amendment (the “Twelfth Amendment”) to its term loan credit agreement (as so amended, the “Credit Agreement”) with a syndicate of lenders to lower the interest rate margins on the class of term loans thereunder scheduled to mature on November 22, 2028 to (x) 2.00% for borrowings that bear interest based upon Term SOFR (as defined in the Credit Agreement) (and to remove the credit spread adjustment with respect thereto) and (y) 1.00% for borrowings that bear interest based upon ABR (as defined in the Credit Agreement).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1665918/000095015724000289/0000950157-24-000289-index.htm
- Executive change
  Scott D. Ferguson resigned as Director at US Foods Holding Corp..
  - Action: resigned
  - Role: Director
  source text: On February 28, 2024, Scott D. Ferguson resigned from the Board in accordance with the terms of the Termination Agreement.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1665918/000095015724000289/0000950157-24-000289-index.htm
- Material Agreements
  US Foods Holding Corp. amended Twelfth Amendment with syndicate of lenders (effective 2024-02-27).
  - Action: amendment
  - Agreement: credit facility
  - Counterparty: syndicate of lenders
  - Effective: 2024-02-27
  source text: On February 27, 2024 US Foods, Inc. ("US Foods") entered into an amendment (the "Twelfth Amendment") to its term loan credit agreement (as so amended, the "Credit Agreement") with a syndicate of lenders to lower the interest rate margins on the class of term loans thereunder scheduled to mature on November 22, 2028 to (x) 2.00% for borrowings that bear interest based upon Term SOFR (as defined in the Credit Agreement) (and to remove the credit spread adjustment with respect thereto) and (y) 1.00% for borrowings that bear interest based upon ABR (as defined in the Credit Agreement).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1665918/000095015724000289/0000950157-24-000289-index.htm
- Material Agreements
  US Foods Holding Corp. terminated Cooperation Agreement with Sachem Head Capital Management LP and certain of its affiliates (collectively, "Sachem Head") (effective 2024-02-28).
  - Action: termination
  - Counterparty: Sachem Head Capital Management LP and certain of its affiliates (collectively, "Sachem Head")
  - Effective: 2024-02-28
  source text: On February 28, 2024, US Foods Holding Corp. (the "Company") entered into a Mutual Termination Agreement (the "Termination Agreement") with Sachem Head Capital Management LP and certain of its affiliates (collectively, "Sachem Head").
  evidence_url: https://www.sec.gov/Archives/edgar/data/1665918/000095015724000289/0000950157-24-000289-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.