Latham & Watkins Advises on US Foods Pricing of Secondary Public Offering of Common Stock

US Foods Holding Corp. (NYSE:USFD) has announced the pricing of a previously announced underwritten registered secondary offering of 17,425,053 shares of its common stock by KKR Fresh Holdings L.P., substantially all of which will consist of common stock issuable upon the conversion of 371,044 shares of its Series A Convertible Preferred Stock held by the Selling Stockholder, at a price to the public of US$39.90 per share. US Foods will not receive any proceeds from the sale of its common stock by the Selling Stockholder in the offering.

Morgan Stanley is acting as the sole underwriter for the offering.

Latham & Watkins advised Morgan Stanley in the offering, with a capital markets team led by New York partner Ian Schuman, Washington, D.C./New York partner Jason Licht and counsel Christopher Cronin, with New York associates Kaj Nielsen and Angel Marcial, Washington, D.C. associate Thalia Garcia and special legal consultant Concepcion Olivera*. Advice was also provided on employment/benefits matters by Washington, D.C. partner Nikhil Kumar; on healthcare regulatory matters by Washington, D.C. associate Nathan Beaton; on data privacy matters by Bay Area partner Robert Blamires, with Boston associate Kiara Vaughn; on tax matters by New York partner Elena Romanova, with associate Michael Yu; on FCPA matters by Washington, D.C. partner Joseph Bargnesi, with associate Ragad Alfaraidy; and on FINRA matters by New York counsel Gail Neely.

*Admitted to practice in Uruguay and New York.