Performance Food Group Company Announces Intention to Offer $780 Million of Senior Notes
Performance Food Group Company (PFGC) announced plans to offer $780 million in Senior Notes due 2029. The proceeds will fund the cash consideration for the acquisition of Core-Mark Holding Company and related expenses. The notes will be guaranteed by the issuer and its material subsidiaries. If the acquisition does not close, the issuer must redeem the notes at the issue price plus interest. The offering is limited to qualified institutional buyers and non-U.S. persons. This press release is not an offer to sell securities and contains forward-looking statements subject to various risks.
- PFGC intends to raise $780 million for the acquisition of Core-Mark Holding Company.
- The transaction demonstrates PFGC's growth strategy through acquisitions.
- If the acquisition does not proceed, PFGC will have to redeem the notes, which could limit financial flexibility.
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
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
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.
About Performance Food Group Company
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.
Forward-Looking Statements
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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FAQ
What is the purpose of Performance Food Group's $780 million Senior Notes offering?
What happens if Performance Food Group fails to complete the acquisition of Core-Mark?
Who can purchase the Senior Notes offered by Performance Food Group?
When are the Senior Notes due that Performance Food Group is offering?
Are the offered Senior Notes registered under the Securities Act?
