US Foods Holding Corp. Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • May 10th, 2017 • US Foods Holding Corp. • Wholesale-groceries & related products • New York
The stockholders named in Schedule II-A hereto (the “Sponsor Selling Stockholders”) and Schedule II-B hereto (the “Management Selling Stockholders,” and, together with the Sponsor Selling Stockholders, the “Selling Stockholders”) of US Foods Holding Corp., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 35,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 5,250,000 additional shares (the “Optional Shares”) of Common Stock, par value $0.01 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”). Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”
