Performance Food Group Completes Core-Mark Acquisition

TL;DR

PFGC just bought Core-Mark, expanding their food distribution empire.

AI Summary

On October 8, 2024, Performance Food Group Company (PFGC) announced the completion of its acquisition of Core-Mark Holding Company, Inc. The transaction was previously announced and has now been finalized, marking a significant step in PFGC's growth strategy. Financial details of the acquisition were not explicitly stated in this filing, but the completion signifies a major operational change for the company.

Why It Matters

This acquisition significantly expands Performance Food Group's reach and capabilities in the foodservice distribution market, potentially leading to increased market share and operational efficiencies.

Risk Assessment

Risk Level: medium — Acquisitions of this scale carry inherent integration risks, potential for unforeseen liabilities, and market reaction uncertainties.

Key Players & Entities

• Performance Food Group Company (company) — Registrant
• Core-Mark Holding Company, Inc. (company) — Acquired company
• October 8, 2024 (date) — Date of report and event

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value PFGC New York Stock Excha
• $2.095 billion — ock of Cheney Brothers from Sellers for $2.095 billion in cash, subject to customary adjustmen

Filing Documents

• d838819d8k.htm (8-K) — 63KB
• d838819dex991.htm (EX-99.1) — 47KB
• g838819g1008023729916.jpg (GRAPHIC) — 3KB
• 0001193125-24-234397.txt ( ) — 247KB
• pfgc-20241008.xsd (EX-101.SCH) — 3KB
• pfgc-20241008_lab.xml (EX-101.LAB) — 17KB
• pfgc-20241008_pre.xml (EX-101.PRE) — 11KB
• d838819d8k_htm.xml (XML) — 3KB

Financial Statements and Exhibits

Financial Statements and Exhibits. (a) Financial Statements of Business Acquired . The financial statements required by this Item 9.01(a) will be filed by amendment to this Current Report on Form 8-K within 71 calendar days after the date that this Current Report on Form 8-K is required to be filed. (b) Pro Forma Financial Information . Pro forma financial information required by this Item 9.01(b) will be filed by amendment to this Current Report on Form 8-K within 71 calendar days after the date that this Current Report on Form 8-K is required to be filed. (d) Exhibits . Exhibit Number Description 2.1 Stock Purchase Agreement, dated as of August 13, 2024, by and among Performance Food Group, Inc., Performance Food Group Company, Cheney Bros., Inc. Shares Trust, Joseph N. Cheney Trust, June Claire Cheney Russell Trust, CD&R Chip Holdings, L.P., Cheney Bros., Inc. and Michael Sullivan (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on August 14, 2024).* 99.1 Press Release of Performance Food Group Company, dated October 8, 2024 104 Cover page Interactive Data File (embedded within Inline XBRL document) * Schedules (and similar attachments) to the Purchase Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished to the Securities and Exchange Commission upon request.

Forward-Looking Statements

Forward-Looking Statements This communication 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 our expectations regarding the performance of our business, our financial results, our liquidity and capital resources, and integration of the Cheney Brothers Acquisition and other nonhistorical statements. 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 our 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; our 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; our reliance on technology and risks associated with disruption or delay in implementation of new technology; competition in our industry is intense, and we may not be able to compete successfully;

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 hereunto duly authorized. PERFORMANCE FOOD GROUP COMPANY Date: October 8, 2024 By: /s/ A. Brent King A. Brent King Executive Vice President, General Counsel and Secretary