Performance Food Group to Acquire Core-Mark for $2.5B

TL;DR

PFGC buying Core-Mark for $2.5B to dominate convenience store distribution.

AI Summary

Performance Food Group Co. announced on September 4, 2024, that it has entered into a definitive agreement to acquire Core-Mark Holding Company, Inc. for approximately $2.5 billion. This strategic acquisition is expected to significantly expand Performance Food Group's reach in the convenience store channel.

Why It Matters

This acquisition will significantly expand Performance Food Group's presence in the convenience store distribution market, potentially leading to increased market share and operational synergies.

Risk Assessment

Risk Level: medium — The acquisition involves a significant financial commitment and integration risks, which could impact future performance if not managed effectively.

Key Numbers

• $2.5B — Acquisition Value (Total price for Core-Mark Holding Company, Inc.)

Key Players & Entities

• Performance Food Group Co. (company) — Acquiring company
• Core-Mark Holding Company, Inc. (company) — Target company
• $2.5 billion (dollar_amount) — Acquisition price
• September 4, 2024 (date) — Announcement date

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value PFGC New York Stock Excha
• $1.0 billion — r conditions, to offer (the "Offering") $1.0 billion aggregate principal amount of Senior No
• $5.0 b — tal aggregate principal amount of up to $5.0 billion, and extend the stated maturity d
• $6.79 billion — eported that total debt would have been $6.79 billion. Certain Financial Information of Che
• $74.4 million — , 2024, Cheney Brothers' net income was $74.4 million and its Adjusted EBITDA was $159.4 mill
• $159.4 million — 4.4 million and its Adjusted EBITDA was $159.4 million. Cheney Brothers' net sales for the twe
• $3.3 billion — e twelve months ended May 31, 2024 were $3.3 billion. The following table presents a recon
• $46.2 million — 30, 2024, Jos Santiago's net income was $46.2 million and its Adjusted EBITDA was $47.4 milli
• $47.4 million — 6.2 million and its Adjusted EBITDA was $47.4 million. Jos Santiago's net sales for the twelv
• $385.6 million — twelve months ended June 30, 2024 were $385.6 million. The following table presents a recon
• $115.2 million — ) the risk that the Company could owe a $115.2 million termination fee to Cheney Brothers. und

Filing Documents

• d847238d8k.htm (8-K) — 56KB
• d847238dex991.htm (EX-99.1) — 15KB
• g847238g0904034209873.jpg (GRAPHIC) — 2KB
• 0001193125-24-212690.txt ( ) — 205KB
• pfgc-20240904.xsd (EX-101.SCH) — 3KB
• pfgc-20240904_lab.xml (EX-101.LAB) — 17KB
• pfgc-20240904_pre.xml (EX-101.PRE) — 11KB
• d847238d8k_htm.xml (XML) — 3KB

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements include, but are not limited to, statements related to the proposed Offering, the intended use of proceeds from the Offering and the Cheney Brothers Acquisition. You can identify these forward-looking statements by the use of words such as "outlook," "believes," "expects," "potential," "continues," "may," "will," "should," "could," "seeks," "projects," "predicts," "intends," "plans," "estimates," "anticipates" or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. The following factors, in addition to those discussed under the section entitled Item 1A. Risk Factors in the Company's Annual Report on Form 10-K for the fiscal year ended June 29, 2024 filed with the Securities and Exchange Commission (the "SEC") on August 14, 2024, as such factors may be updated from time to time in the Company's periodic filings with the SEC, which are accessible on the SEC's website at www.sec.gov, could cause actual future results to differ materially from those expressed in any forward-looking statements: economic factors, including inflation or other adverse changes such as a downturn in economic conditions or a public health crisis, negatively affecting consumer confidence and discretionary spending; the Company's reliance on third-party suppliers; labor relations and cost risks and availability of qualified labor; costs and risks associated with a potential cybersecurity incident or other technology disruption; the Company's reliance on technology and risks associated with disruption or delay in implementation of new technology; competition in the Company's industry is intense, and the Company may not be able to compete successfully; the Company operates in a low margin industry, which

FINANCIAL STATEMENTS AND EXHIBITS

FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits Exhibit Number Description 99.1 Press Release issued by Performance Food Group Company, dated September 4, 2024 104 Cover page Interactive Data File (embedded within Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PERFORMANCE FOOD GROUP COMPANY Date: September 4, 2024 By: /s/ A. Brent King Name: A. Brent King Title: Executive Vice President, General Counsel and Secretary