3//SEC Filing
KKR Fresh Aggregator L.P. 3
Accession 0001140361-21-005543
CIK 0001665918other
Filed
Feb 18, 7:00 PM ET
Accepted
Feb 19, 6:06 PM ET
Size
20.2 KB
Accession
0001140361-21-005543
Insider Transaction Report
Form 3
KKR Fresh Aggregator L.P.
10% Owner
Holdings
- (indirect: See footnotes)
Series A Convertible Preferred Stock
Exercise: $21.50→ Common Stock (24,539,659 underlying)
KKR Fresh Aggregator GP LLC
10% Owner
Holdings
- (indirect: See footnotes)
Series A Convertible Preferred Stock
Exercise: $21.50→ Common Stock (24,539,659 underlying)
KKR Americas Fund XII L.P.
10% Owner
Holdings
- (indirect: See footnotes)
Series A Convertible Preferred Stock
Exercise: $21.50→ Common Stock (24,539,659 underlying)
KKR Associates Americas XII L.P.
10% Owner
Holdings
- (indirect: See footnotes)
Series A Convertible Preferred Stock
Exercise: $21.50→ Common Stock (24,539,659 underlying)
KKR Americas XII Ltd
10% Owner
Holdings
- (indirect: See footnotes)
Series A Convertible Preferred Stock
Exercise: $21.50→ Common Stock (24,539,659 underlying)
Footnotes (6)
- [F1]Represents the 500,000 shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock") of US Foods Holding Corp. (the "Issuer") purchased by KKR Fresh Aggregator L.P. in May, 2020, as previously reported on a Schedule 13D filing by KKR Fresh Aggregator L.P. and certain of its affiliates, plus additional shares of Series A Preferred Stock issued to KKR Fresh Aggregator L.P. as dividend payments on the Series A Preferred Stock since the date of original purchase, as described further in footnote (4) below. The Reporting Persons are filing this Form 3 as a result of the number of shares of Common Stock, par value of $0.01 per share, of the Issuer (the "Common Stock") which may be received upon conversion exceeding 10% of the Common Stock which would be outstanding following such conversion.
- [F2]The Series A Preferred Stock is convertible into shares of Common Stock at any time at the option of the holder thereof and has no stated maturity. The Series A Preferred Stock will remain outstanding indefinitely unless converted, repurchased or redeemed by the Issuer. The Issuer may mandatorily convert any or all of the Series A Preferred Stock into Common Stock at any time after the three-year anniversary of the issuance, if certain conditions are met.
- [F3]Series A Preferred Stock is convertible into (i) a number of shares of Common Stock equal to the quotient of (A) the sum of the liquidation preference and any accrued dividends with respect to such share of Series A Preferred Stock as of the applicable conversion date divided by (B) the conversion price as of the applicable conversion date plus (ii) cash in lieu of fractional shares. The current conversion price is a dollar amount equal to $1,000 divided by the current conversion rate of 46.5116, or approximately $21.50 per share, and is subject to certain anti-dilution adjustments. The number of shares of Common Stock reflected herein represents the number of shares of Common Stock which would be received upon conversion as of February 12, 2021, based on the 523,127 shares of Series A Convertible Preferred Stock currently held and accrued dividends payable thereon.
- [F4]The shares of Series A Preferred Stock reported herein have an initial liquidation preference of $1,000.00 per share. The Series A Preferred Stock has a cumulative dividend rate of 7.0% per annum, payable quarterly in arrears, on March 31, June 30, September 30 and December 31 of each year. If the Issuer does not declare and pay a dividend on the Series A Preferred Stock, the dividend rate will increase by 3.0% to 10.0% per annum until all accrued but unpaid dividends have been paid in full. Dividends will be payable in kind through the issuance of additional shares of Series A Preferred Stock for the first four dividend payments following May 6, 2020, and thereafter, in cash or in kind, or a combination of both, at the option of the Issuer.
- [F5]The securities reported herein are held by KKR Fresh Aggregator L.P. KKR Fresh Aggregator GP LLC is the general partner of KKR Fresh Aggregator L.P. KKR Americas Fund XII L.P. is the sole member of KKR Fresh Aggregator GP LLC. KKR Associates Americas XII L.P. is the general partner of KKR Americas Fund XII L.P. KKR Americas XII Limited is the general partner of KKR Americas Fund XII L.P. KKR Group Partnership L.P. is the sole member of KKR Americas XII Limited. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR & Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP.
- [F6]Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
Documents
Issuer
US Foods Holding Corp.
CIK 0001665918
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001811406
Filing Metadata
- Form type
- 3
- Filed
- Feb 18, 7:00 PM ET
- Accepted
- Feb 19, 6:06 PM ET
- Size
- 20.2 KB