RICHMOND, Va.–(BUSINESS WIRE)–Performance Food Group Company (NYSE: PFGC) announced today that its indirect wholly-owned subsidiary, Performance Food Group, Inc., intends, subject to market and other conditions, to offer $780 million aggregate principal amount of Senior Notes due 2029. 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. 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.
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.
