Item 1.01. Entry into a Material Definitive Agreement.
On September 17, 2021, PFGC, Inc. and Performance Food Group, Inc., each a
wholly-owned subsidiary of Performance Food Group Company, entered into the
Fifth Amended and Restated Credit Agreement (the "Amended Credit Agreement")
with Wells Fargo Bank, National Association, as Administrative Agent and
Collateral Agent, and the other lenders party thereto. The Amended Credit
Agreement amends and restates the Fourth Amended and Restated Credit Agreement,
dated December 30, 2019, with Wells Fargo Bank, National Association, as
Administrative Agent and Collateral Agent, and the other lenders from time to
time party thereto (the "Existing Credit Agreement"). The Amended Credit
Agreement, among other things, (i) increases the aggregate principal amount
available from $3.11 billion under the Existing Credit Agreement to $4.0 billion
under the Amended Credit Agreement and (ii) extends the stated maturity date
from December 30, 2024 under the Existing Credit Agreement to September 17, 2026
under the Amended Credit Agreement. Like the Existing Credit Agreement, the
Amended Credit Agreement provides for up to $800,000,000 of uncommitted
incremental facilities.
Borrowings under the Amended Credit Agreement bear interest, at Performance Food
Group, Inc.'s option, at (a) the Base Rate (defined as the greatest of (i) the
federal funds rate in effect on such date plus 0.5%, (ii) the prime rate on such
day, or (iii) one month LIBOR plus 1.0%) plus a spread or (b) LIBOR plus a
spread. The Amended Credit Agreement also provides for an unused commitment fee
at a rate of 0.250% per annum. The Amended Credit Agreement contains covenants
requiring the maintenance of a minimum consolidated fixed charge coverage ratio
if Alternate Availability (as defined in the Amended Credit Agreement) falls
below the greater of (i) $320.0 million and (ii) 10% of the lesser of the
borrowing base and the revolving credit amount for five consecutive business
days.
The Amended Credit Agreement is jointly and severally guaranteed by, and secured
by the majority of the assets of, PFGC, Inc. and all material domestic direct
and indirect wholly-owned subsidiaries of PFGC, Inc. (other than captive
insurance subsidiaries and other excluded subsidiaries).
The Amended Credit Agreement also contains customary restrictive covenants that
include, but are not limited to, restrictions on the loan parties' and their
subsidiaries' abilities to incur additional indebtedness, pay dividends, create
liens, make investments or certain specified payments and dispose of assets. The
Amended Credit Agreement provides for customary events of default, including
payment defaults and cross-defaults on other material indebtedness. If an event
of default occurs and is continuing, amounts due under the Amended Credit
Agreement may be accelerated and the rights and remedies of the lenders may be
exercised, including rights with respect to the collateral securing the
obligations under such agreement.
Wells Fargo Bank, National Association, and some of the lenders party to the
Amended Credit Agreement and their respective affiliates have various
relationships with Performance Food Group Company and its subsidiaries in the
ordinary course of business involving the provision of financial services,
including cash management, commercial banking, investment banking or other
services.
The foregoing description of the Amended Credit Agreement does not purport to be
complete and is qualified in its entirety by reference to the Amended Credit
Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by
reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated herein by
reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Fifth Amended and Restated Credit Agreement, dated September 17,
2021, among PFGC, Inc., Performance Food Group, Inc., Wells Fargo,
National Association, as Administrative Agent and Collateral Agent,
the other borrowers from time to time party thereto, and the other
lenders thereto.
104 Cover Page Interactive Data File (embedded within Inline XBRL
document).
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