Item 1.01 Entry into a Material Definitive Agreement

As previously disclosed, on September 27, 2019, PFG Escrow Corporation (the "Escrow Issuer"), an indirect wholly-owned subsidiary of Performance Food Group Company (the "Company"), entered into an Indenture, dated as of September 27, 2019 (the "Indenture"), by and between the Escrow Issuer and U.S. Bank National Association, as trustee, pursuant to which the Escrow Issuer issued $1,060 million aggregate principal amount of 5.500% Senior Notes due 2027 (the "Notes").

Upon issuance of the Notes, the gross proceeds of the offering, along with certain additional funds (the "Escrowed Funds") were deposited into a segregated escrow account.

In connection with the Transaction (as defined and more fully described in Item 2.01 below), the Escrowed Funds were released from escrow and were used, together with the net proceeds from the settlement of the forward sale agreement, pursuant to which 11,638,000 shares will be issued on December 30, 2019 (the "Closing Date"), to fund the cash consideration for the Transaction and to pay related fees and expenses.

In connection with the release of the Escrowed Funds from escrow, the Escrow Issuer merged with and into Performance Food Group, Inc., a Colorado corporation (the "Issuer"), with the Issuer as the surviving entity in the merger, and by entry into a supplemental indenture to the Indenture (the "Supplemental Indenture") along with PFGC, Inc., a Delaware corporation (the "Parent") and each of the subsidiaries of the Parent identified as a "Guaranteeing Subsidiary" on the signature page thereto, the Issuer assumed all of the Escrow Issuer's obligations as the issuer under the Indenture and the Notes and the Parent and the Guaranteeing Subsidiaries became guarantors under the Indenture.

The foregoing description of the Supplemental Indenture is qualified in its entirety by reference to the Indenture and Supplemental Indenture, copies of which are filed as Exhibit 4.1 and Exhibit 4.2 hereto and the terms of which are incorporated by reference in this Item 1.01.

Item 2.01 Completion of Acquisition or Disposition of Assets

On the Closing Date, the Company completed the previously announced purchase of all of the outstanding limited liability company interests of Reinhart Foodservice, L.L.C., a Delaware limited liability company, and certain related subsidiaries (collectively, the "Acquired Companies") for $2 billion in cash (the "Transaction"). The Transaction occurred pursuant to the terms of the Membership Interest Purchase Agreement (the "Purchase Agreement") by and among the Company, Ram Acquisition Company, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company, Ram Holdings I, L.L.C., a Delaware limited liability company, Ram Holdings II, L.L.C., a Delaware limited liability company, Ram Holdings III, L.L.C., a Delaware limited liability company, Reyes Holdings, L.L.C., a Delaware limited liability company, and Lone Oak Realty LLC, a Delaware limited liability company.

The Company used the proceeds from the issuance of the Notes to fund a portion of the purchase price payable in the Transaction. The summary of the Supplemental Indenture, and the transactions contemplated thereby, in Item 1.01 of this Current Report is incorporated by reference in this Item 2.01.

Additional information regarding the Transaction was previously disclosed in Item 1.01 of the Company's Current Report on Form 8-K filed on July 1, 2019, which additional information is incorporated by reference in this Item 2.01.

The foregoing description of the Transaction is subject to and qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 2.1 hereto and the terms of which are incorporated by reference in this Item 2.01.

Item 7.01 Regulation FD Disclosure

On the Closing Date, the Company issued a press release announcing the completion of the Transaction. A copy of the Company's press release is furnished as Exhibit 99.1 hereto and incorporated by reference in this Item 7.01. The information in this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.


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Item 9.01 Financial Statements and Exhibits





  (a) Financial Statements of Businesses Acquired

The audited carve-out financial statements of the Acquired Companies as of and for the years ended December 31, 2018 and 2017 are incorporated herein by reference as Exhibit 99.2. The unaudited carve-out financial statements of the Acquired Companies as of and for the nine months ended September 30, 2019 and 2018 are incorporated herein by reference as Exhibit 99.3.

(b) Pro forma Financial Information

The Company's unaudited pro forma condensed combined statement of operations and explanatory notes as of and for the year ended June 29, 2019, are attached as Exhibit 99.4 hereto and incorporated by reference herein. The Company's unaudited pro forma condensed combined statement of operations and explanatory notes as of and for the three months ended September 28, 2019, are attached as Exhibit 99.5 hereto and incorporated by reference herein.

(d) Exhibits

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