Performance Food Group Co 8-K, filed Jul 12, 2021
Performance Food Group Co (PFGC)
8-K
2021-07-12
For: 2021-07-12
View Original
Added on
April 09, 2026
About this 8-K
Performance Food Group Co filed this 8-K on July 12, 2021.
Items reported
- Item 2.02: Financial results
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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Not Applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instructions A.2. below):
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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ITEM 2.02
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RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
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The information set forth under “Estimated Fourth Quarter 2021 Financial Results” in Item 8.01 below is incorporated herein by reference.
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OTHER EVENTS.
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On July 12, 2021, Performance Food Group Company (the “Company”) issued a press release to announce that its indirect subsidiary, Performance Food Group, Inc. (the
“Issuer”), intends, subject to market and other conditions, to offer $780 million in aggregate principal amount of senior notes due 2029 (the “Notes Offering”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by
reference herein. In addition, set forth below are certain updates with respect to the Company’s business and results of operations included in the offering memorandum for the Notes Offering.
Estimated Fourth Quarter 2021 Financial Results
The following presents selected preliminary unaudited financial data for the fiscal quarter ended July 3, 2021. The Company’s consolidated financial statements as of, and
for, the fiscal quarter and year ended July 3, 2021, are not yet available. The following information reflects the Company’s preliminary estimates based on currently available information. The Company’s financial closing procedures for the fiscal
quarter and year ended July 3, 2021, are not yet complete and, as a result, its final results upon completion of its closing procedures may vary from the preliminary estimates described below. The Company expects to complete its closing procedures
with respect to the fiscal quarter and year ended July 3, 2021 after the completion of this offering. The estimates were prepared by the Company’s management, based upon a number of assumptions, in connection with preparation of its financial
statements and completion of its preliminary review for the fiscal quarter and year ended July 3, 2021. Additional items that would require material adjustments to the preliminary financial information may yet be identified. In addition, the
Company’s estimate with respect to Adjusted EBITDA excludes the impact of certain income and expense items that management believes are not part of underlying operations. These items may include, but are not limited to, loss on early extinguishment
of debt, restructuring charges, certain tax items, and charges associated with non-recurring professional and legal fees associated with acquisitions. Management cannot estimate the impact of these income and expense items on its reported net
income, which could be significant, are difficult to predict and may be highly variable. As a result, the Company does not provide a reconciliation to the closest corresponding GAAP financial measure for its estimate of Adjusted EBITDA for the
fiscal quarter ended July 3, 2021.
Estimates of results are inherently uncertain and subject to change, and the Company undertakes no obligation to update this information. These estimates, including
Adjusted EBITDA, should not be viewed as a substitute for interim financial statements prepared in accordance with U.S. GAAP. In addition, the preliminary results are not necessarily indicative of the results that may be reported for any future
periods. The Company’s independent registered public accounting firm has not conducted a review of, and does not express an opinion or any other form of assurance with respect to, these preliminary estimates.
For the fiscal quarter ended July 3, 2021, the Company estimates net sales was at least $8.8 billion and Adjusted EBITDA was at least $190 million. These estimates
include the impact of a 53rd week, which occurred in the fiscal quarter ended July 3, 2021.
Redemption of 5.500% Notes due 2024
Prior to the closing of the Notes Offering, pursuant to the provisions of the indenture governing the 5.500% Senior Notes due 2024 (the “2024 Senior Notes”), the Issuer
intends to deliver a notice to the holders of our 2024 Senior Notes for the redemption (the “2024 Notes Redemption”) of all of the remaining outstanding principal amount of its 2024 Senior Notes. The Issuer cannot assure you that it will consummate
the 2024 Notes Redemption on the terms and at the time contemplated herein, if at all.
The consummation of the Notes Offering is not conditioned on the consummation of the 2024 Notes Redemption.
Liquidity Update
As of March 2021, on a pro forma basis giving (after giving effect to the Transactions (as defined below)), the Company would have had approximately $2.5 billion of
additional borrowing capacity under PFGC, Inc.’s, a wholly-owned subsidiary of the Company, and the Issuer’s asset-based revolving loan facility (the “ABL Facility”) (based on its estimated pro forma borrowing base as of March 2021, which
fluctuates from time to time).
Amendment of ABL Facility
In connection with the proposed acquisition of Core-Mark Holding Company, Inc. by the Company (the “Proposed Core-Mark Acquisition”), PFGC, Inc. and the Issuer are
currently seeking an amendment and restatement of the ABL Facility credit agreement that would, among other things, provide an additional $1.0 billion of revolving and term loan commitments, for a total of up to $4.0 billion (the “ABL Amendment”).
It is anticipated that the amendment will be conditioned, among other things, upon the consummation of the Proposed Core-Mark Acquisition substantially concurrently thereto.
The ABL Amendment, the 2024 Notes Redemption, the Proposed Core-Mark Acquisition and the Notes Offering are collectively referred to the “Transactions.”
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FINANCIAL STATEMENTS AND EXHIBITS.
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(d) Exhibits
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Exhibit
Number
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Description
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Press Release issued by Performance Food Group Company, dated July 12, 2021
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Cover page Interactive Data File (embedded within Inline XBRL document)
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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.
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PERFORMANCE FOOD GROUP COMPANY
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Date: July 12, 2021
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By:
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/s/ A. Brent King |
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Name: A. Brent King
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Title: Senior Vice President, General Counsel and Secretary
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Exhibit 99.1
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NEWS RELEASE
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For Immediate Release
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Investors:
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Media:
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July 12, 2021
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Bill Marshall
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Trisha Meade
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VP, Investor Relations
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Director, Communications & Engagement
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(804) 287-8108
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(804) 285-5390
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Bill.Marshall@pfgc.com
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mediarelations@pfgc.com
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to offer $780 million of Senior Notes
RICHMOND, Va. – Performance Food Group Company (“PFG”) (NYSE: PFGC) announced today that its indirect wholly-owned subsidiary, Performance Food Group, Inc. (the
“Issuer”), intends, subject to market and other conditions, to offer $780 million aggregate principal amount of Senior Notes due 2029 (the “notes”). PFG intends to use the net proceeds from the offering, along with other financing sources, to
finance the cash consideration payable in connection with PFG’s previously announced acquisition of Core-Mark Holding Company, Inc. (the “Acquisition”) and to pay related fees and expenses.
The notes will be guaranteed by the Issuer and all of the Issuer's existing and future material wholly-owned domestic restricted subsidiaries, subject to certain
exceptions. The closing of the offering is not conditioned on the closing of the Acquisition. If the Acquisition is not consummated, the Issuer will be required to redeem the notes at a price equal to 100% of the issue price of the notes plus
accrued and unpaid interest, if any, to, but not including, the redemption date.
The notes to be offered have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and, unless so
registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The notes will be
offered, by the initial purchasers, only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and non-U.S. persons in transactions outside the United States in reliance on Regulation
S under the Securities Act.
This press release is being issued pursuant to Rule 135(c) under the Securities Act, and it is neither an offer to sell nor a solicitation of an offer to buy any
securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of any securities in any jurisdiction in which such offer, solicitation or sale is unlawful.
Built on the many proud histories of our family of companies, Performance Food Group is a customer-centric foodservice distribution leader
headquartered in Richmond, Virginia. Grounded by roots that date back to a grocery peddler in 1885, PFG today has a nationwide network of over 100 distribution facilities, thousands of talented associates and valued suppliers across the country.
With the goal of helping our customers thrive, we market and deliver quality food and related products to over 200,000 locations including independent and chain restaurants, schools, business and industry locations, healthcare facilities, vending
distributors, office coffee service distributors, big box retailers, theaters and convenience stores. Building strong relationships is core to PFG’s success – from connecting associates with great career opportunities to connecting valued suppliers
and quality products with PFG’s broad and diverse customer base.
This press release contains forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act of 1934, including statements relating to the intended use of proceeds from the offering. These statements include, but are not limited to, all statements that do not relate solely to
historical or current facts. 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, including but not limited to the factors
discussed under the section entitled “Risk Factors” in PFG’s Annual Report on Form 10-K for the fiscal year ended June 27, 2020 filed with the Securities and Exchange Commission (the “SEC”) on August 18, 2020, 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, which could cause actual future results to differ materially from those expressed in any forward-looking
statements.
Any forward-looking statement, including any contained herein, speaks only as of the time of this press release and we do not
undertake to update or revise them as more information becomes available or to disclose any facts, events, or circumstances after the date of this press release that may affect the accuracy of any forward-looking statement, except as required by
law.
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