Acquisition of Smart Foodservice
Warehouse Stores
March 6, 2020
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Information set forth in this presentation, including financial estimates and statements as to the completion
and effects of the proposed transaction with Smart Foodservice Warehouse Stores, are “forward-looking
statements” within the meaning of the federal securities laws. These forward-looking statements are
subject to risks, uncertainties and other important factors that could cause actual results to differ
materially from those expressed in, or implied by, the forward-looking statements. Such forward-looking
statements include, but are not limited to, statements about the benefits of the Acquisition, including
financial and operating results, the combined company’s plans, objectives, expectations and intentions,
and other statements that are not historical facts, and are based upon the current beliefs and expectations
of the Company and Smart Foodservice Warehouse Stores and are subject to significant risks and
uncertainties which are beyond the control of US Foods Holding Corp. Among the risks and uncertainties
that could cause actual results to differ from those expressed in the forward-looking statements are: (1)
the occurrence of any event, change or other circumstance that could give rise to the termination of the
Purchase Agreement, (2) the risk that the necessary regulatory approvals may not be obtained as a result
of conditions that are not anticipated, (3) risks that any of the closing conditions to the Acquisition may not
be satisfied in a timely manner, (4) failure to realize the benefits of the Acquisition and (5) the effect of the
announcement of the Acquisition on the ability of Smart Foodservice Warehouse Stores to retain
customers and retain and hire key personnel and maintain relationships with suppliers, and on their
operating results and businesses generally. Discussion of additional risks and uncertainties are included
in the sections entitled “Risk Factors” and “Forward-Looking Statements” in our Annual Report on Form
10-K for the fiscal year ended December 28, 2019, which was filed with the Securities and Exchange
Commission on February 13, 2020. The forward-looking statements contained in this presentation speak
only as of the date of this presentation. We undertake no obligation to update or revise any forward-
looking statements.
Cautionary Statements
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Structure and consideration
• US Foods will acquire Smart Foodservice Warehouse Stores, a chain of 70 small-format
cash and carry stores, from funds managed by affiliates of Apollo Global Management
• All cash acquisition valued at $970 million
Transaction economics
• Adjusted EBITDA multiple of 11.4x based on Smart Foodservice Warehouse Store’s
2019 Adjusted EBITDA of $85 million which includes approximately $6 million of
separate operating unit costs
• Net of synergies, the price reflects a 2019 Adjusted EBITDA multiple of 9.2x
Expected financial benefits
• Expected to be immediately accretive to US Foods’ Adjusted Diluted EPS and mid-
single digit accretive as synergies are realized
• $20 million in annual run-rate cost synergies by fiscal 2024, primarily through
purchasing efficiencies and expansion of private brand products
• Additional revenue upside from accelerating new store expansion
Deal overview and financial benefits
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The cash and carry channel is large, attractive and growing
• $17 billion segment of the foodservice industry growing at 4-5% annually
• Higher EBITDA margins than delivered business
Profitable growth with independent restaurants
• Opportunity to reach new customers
• Creates an additional channel for growth with existing customers
Proven model with significant expansion opportunities
• Smart Foodservice Warehouse Stores has a strong record of adding new stores
• Opportunity to double existing store count
Minimal integration required
• Smart Foodservice Warehouse Stores will operate as a separate operating unit
• Intend to retain existing management team
Strategic benefits and expansion opportunities
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• Founded in 1955 and headquartered in
Portland, Oregon
• 70 small-format cash and carry stores
• $1.1 billion in 2019 net sales
• $85 million in 2019 Adjusted EBITDA
*
• 7-8% EBITDA margin business
• ~8,000 SKUs aimed at foodservice
customers
• Cost-effective purchasing option for small
and mid-sized independent restaurants
Geographic FootprintHighlights
Smart Foodservice Warehouse Stores provide a significant
presence in the cash and carry channel
• Current stores in Northwest and West
• Opportunity for national expansion
• Low capital requirements lead to
favorable returns on new stores
Stores opened 2017 – 2019
Headquarters
Stores opened pre-2017
* Fiscal 2019 Adjusted EBITDA includes $6 million of separate operating unit costs
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• Smart Foodservice Warehouse Stores provide significant scale in a large,
attractive and growing channel of the foodservice industry
• Cash and carry adds new small to mid-size independent restaurant customers
who prefer a self-serve model
• Captures fill-in orders from larger customers
• Significant case growth uplift from multi-channel customers vs delivered only
customers
• Ability to leverage the US Foods sales force to drive growth
• Increases the sale of US Foods private brands
Expands independent restaurant customer base and accelerates
case volume growth
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3.9x
~4.0x
~3.0x
December 2019
Actual
Pro Forma at Close Year-End Fiscal 2021
Expect to delever quickly and return to ~3.0x leverage by end of 2021
Pro Forma Leverage Profile
• At closing expect pro forma net leverage to be ~4.0x vs. 3.9x actual at the end of fiscal 2019
• Rapid delevering driven by strong cash flow and strong underlying EBITDA fundamentals
US Foods Net Leverage*
* Net Debt / TTM Adjusted EBITDA; for fiscal 2019 actuals see reconciliation provided in Q4 and Fiscal Year 2019 earnings presentation
