14.	RELATED PARTY TRANSACTIONS

FMR LLC, is a holder of approximately 13% of the Company’s outstanding common stock. As of December 30, 2017, investment funds managed by an affiliate of FMR LLC held approximately 1% of the Company’s outstanding debt. Certain FMR LLC affiliates also provide administrative and trustee services for the Company’s 401(k) Plan and provide administrative services for other Company sponsored employee benefit plans. Fees earned by FMR LLC affiliates are not material to the Company’s consolidated financial statements.

On December 4, September 18, May 17, and January 31, of fiscal year 2017, the Company closed secondary offerings of its common stock held primarily by the Sponsors. A total of 167,355,545 shares were sold, in the aggregate, however, the Company did not receive any proceeds from the offerings. The December 4, 2017 offering also included the Company’s repurchase of 10,000,000 shares of common stock from the underwriter at $28.00 per share, which was the underwriter’s purchase price. The $280 million paid for the share repurchase reduced additional paid-in capital $96 million, with the remaining $184 million recognized in retained earnings as a constructive dividend.

The Company’s share repurchase closed concurrently with the offering, and the shares were retired. The Sponsors share position is now liquidated. In accordance with terms of the prior registration rights agreement with the Sponsors, the Company incurred approximately $5 million of expenses in connection with the offerings, approximately $1 million of which was incurred in 2016. Underwriting discounts and commissions were paid by the selling shareholders.

KKR Capital Markets LLC (“KKR Capital Markets”), an affiliate of KKR, received a de minimis fee for services rendered in connection with the February 2017 amendment of the Amended and Restated 2016 Term Loan. There were no lender fees associated with the November 2017 amendment. Additionally, KKR Capital Markets received underwriter discounts and commissions of $5 million in connection with the Company’s IPO, and $1 million for services rendered in connection with the June 2016 debt refinancing transactions.

The Company was previously a party to consulting agreements with each of the Sponsors pursuant to which each Sponsor provided the Company with ongoing consulting and management advisory services and received fees and reimbursement of related out of pocket expenses. On June 1, 2016, the agreements with each of the Sponsors were terminated. For fiscal year 2016, the Company recorded $36 million in fees and expenses, including an aggregate termination fee of $31 million. In fiscal year 2015, the Company recorded $10 million in fees. All fees paid to the Sponsors, including the termination fees, are reported in distribution, selling and administrative costs in the Consolidated Statements of Comprehensive Income.

On January 8, 2016, the Company paid a $666 million, or $3.94 per share, one-time special cash distribution to its shareholders of record as of January 4, 2016, of which $657 million was paid to the Sponsors. The distribution was funded with cash on hand and approximately $314 million of additional borrowings under the Company’s credit facilities. The Company has no current plans to pay future dividends, and has never paid dividends on its common stock, other than the January 2016 one-time cash distribution. Any decision to declare and pay dividends in the future will be made at the sole discretion of our Board of Directors, and could be limited by debt covenants that restrict USF’s ability to make cash distributions to US Foods.