ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Underwriting Agreement
On November 20, 2019, Performance Food Group Company (the "Company") entered
into an underwriting agreement (the "Underwriting Agreement") with Credit Suisse
Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives (the
"Representatives") of the several underwriters named therein (the
"Underwriters") and Credit Suisse Capital LLC, as forward seller, and as forward
purchaser (in its capacity as forward purchaser, the "Forward Purchaser"),
relating to the issuance and sale pursuant to an underwritten public offering
(the "Offering") of an aggregate of 10,120,000 shares of its common stock, par
value $0.01 per share (the "Common Stock"), and up to 1,518,000 additional
shares of Common Stock at the Underwriters' option, in each case offered on a
forward basis.
The foregoing description of the Underwriting Agreement does not purport to be
complete and is qualified in its entirety by reference to the Underwriting
Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
The Offering is part of the financing for the Company's previously announced
proposed acquisition of Reinhart Foodservice, L.L.C. (the "Proposed Reinhart
Acquisition") and will be consummated prior to the Proposed Reinhart
Acquisition.
Forward Sale Agreement
In connection with the Offering, on November 20, 2019, the Company also entered
into a separate forward sale agreement (the "Forward Sale Agreement") with the
Forward Purchaser. The Company expects to elect to physically settle the Forward
Sale Agreement and receive proceeds, subject to certain adjustments, from the
sale of those shares of Common Stock and expects such settlement to occur on one
or more forward settlement dates on or prior to the closing of the Proposed
Reinhart Acquisition. If the Proposed Reinhart Acquisition is not consummated,
the Company may elect to physically settle the Forward Sale Agreement or may
cash settle or net share settle all or a portion of its obligations under the
Forward Sale Agreement no later than the date that is 12 months from entry into
the Forward Sale Agreement. If the Company elects to cash settle the Forward
Sale Agreement, the Company may not receive any proceeds, and the Company may
owe cash to the Forward Purchaser in certain circumstances. If the Company
elects to net share settle the Forward Sale Agreement, the Company will not
receive any proceeds, and the Company may owe shares of Common Stock to the
Forward Purchaser in certain circumstances. The Forward Sale Agreement provides
for an initial forward price of $42.70 per share, subject to certain adjustments
pursuant to the terms of the Forward Sale Agreement. The Forward Sale Agreement
is subject to early termination or settlement under certain circumstances.
The foregoing is a summary description of certain terms of the Forward Sale
Agreement and is qualified in its entirety by the text of the Forward Sale
Agreement, attached as Exhibit 1.2 to this Current Report on Form 8-K and
incorporated herein by reference.
The Company will not initially receive any proceeds from the sale of shares of
Common Stock by the Forward Purchaser or its affiliate. Assuming full physical
settlement of the Forward Sale Agreement at the initial forward sale price of
$42.70 per share, the Company expects to receive net proceeds of approximately
$496.6 million. The Company intends to use the net proceeds that it receives
from the settlement of the Forward Sale Agreement, along with other financing
sources, to finance the cash consideration payable in connection with the
Proposed Reinhart Acquisition and to pay related fees and expenses. Any
remaining proceeds upon settlement of the Forward Sale Agreement will be used
for general corporate purposes, including the repayment of outstanding
indebtedness. On November 22, the Underwriters exercised in full the option to
purchase the 1,518,000 additional shares of Common Stock on a forward basis. On
November 25, 2019, the Company closed the Offering.
The Underwriters and the Forward Purchaser and their respective affiliates are
full-service financial institutions engaged in various activities, which may
include securities trading, commercial and investment banking, financial
advisory, investment management, investment research, principal investment,
hedging, financing and brokerage activities. Certain of the Underwriters and
their respective affiliates have, from time to time, performed, and may in the
future perform, various financial advisory and investment banking services for
the Company, for which they received or will receive customary fees and
expenses.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit
Number Description
1.1 Underwriting Agreement, dated November 20, 2019, by and among the
Company, Credit Suisse Securities (USA) LLC and Wells Fargo Securities,
LLC, as representatives of the several underwriters named therein, and
Credit Suisse Capital LLC, as forward seller and as forward purchaser.
1.2 Confirmation of Registered Forward Transaction, dated November 20, 2019,
by and between the Company and Credit Suisse Capital LLC.
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the
legality of the shares in the Offering.
23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit
5.1).
104 Cover page Interactive Data File (embedded within Inline XBRL document).
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PERFORMANCE FOOD GROUP COMPANY 
