Performance Food Group Company (NYSE:PFGC) entered into an agreement to acquire Reinhart FoodService L.L.C. and certain associated real estate companies from Reyes Holdings, L.L.C. and Lone Oak Realty LLC for $2 billion on July 1, 2019. Reyes Holdings agreed to sell all the limited membership interests in Reinhart FoodService L.L.C. while Lone Oak Realty LLC agreed to sell all the stakes in 18 entities pertaining to certain real estate associated with operations of Reinhart FoodService L.L.C. As part of consideration, Performance Food Group Company (PFGC) agreed to pay $2 billion in cash for acquisition of Reinhart FoodService and real estate, combined, subject to certain adjustments based on combined debt, cash and net working capital. Performance Food Group Company intends to fund the transaction from its asset-based revolving credit facility, new senior unsecured notes and equity proceeds, subject to market conditions, of $300 million to $400 million. PFGC has received debt commitments of up to $2.06 billion from Credit Suisse Loan Funding LLC, Credit Suisse AG, Cayman Islands Branch, Wells Fargo Securities, LLC and Wells Fargo Bank, National Association consisting of a senior unsecured bridge loan facility in an aggregate principal amount of up to $1.46 billion and additional commitments in the form of Additional Pari Passu Term Loans and Additional Junior Term Loans under the Company’s existing credit agreement, in an aggregate principal amount of up to $600 million. To fund the acquisition, Performance Food seeking an amendment and restatement of the ABL Facility credit agreement that would, among other things, provide an additional $600 million of revolving and term loan commitments, for a total of up to $3 billion. As of September 16, 2019, Performance Food Group through its wholly owned subsidiary, PFG Escrow Corporation, intends, subject to market and other conditions, to offer $1.06 billion aggregate principal amount of 5.5% Senior Notes due 2027, to finance the cash consideration payable in acquisition of Reinhart. Under certain scenarios, in the event of termination, PFGC is obliged to pay a termination fee of $100 million. For the period ended December 31, 2018, Reinhart Foodservice Business has total assets of $1.7 billion, total revenue of $6.1 billion, operating income of $114.1 million, net income of $81 million and earnings before income tax expense of $81.1 million. Closing of the transaction is subject to the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Act and certain regulatory approvals, completion of a pre-closing reorganization. The transaction has been approved by the Board of Directors of PFG and the governing body of Reinhart. The transaction is not subject to PFG shareholder approval. As on October 1, 2019, PFG received a request for an additional information from the Federal Trade Commission in connection with transaction. As of December 20, 2019, Federal Trade Commission has granted early termination notice for the transaction. The transaction is expected to close by the end of the calendar year 2019. As on October 1, 2019, the transaction is expected to close by early 2020. PFG expects the transaction to be low-single digit accretive to Adjusted Diluted EPS in year one after the close and double-digit accretive to Adjusted Diluted EPS in the third year following the close. The transaction is expected to generate approximately $50 million of annual run-rate cost synergies in three years after close of acquisition. As of December 20, 2019, subject to the satisfaction or waiver of the remaining closing conditions, the transaction is expected to close on or about December 30, 2019. Jeremy London, Micah Kegley, Stephanie Teicher, Laura Kaufmann Belkhayat, Jessica Hough, David Wales and Audrey Sokoloff of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Performance Food Group Company. Brian M. Schafer, Erin A. Kartheiser, Eleni Kouimelis, Philip S. Ratner, Christina T. Roupas and Louis J. Weber of Winston & Strawn LLP acted as legal advisor to Reyes Holdings, L.L.C. and Reinhart FoodService L.L.C. Leah Schleicher of Neal, Gerber & Eisenberg LLP and Wilson Mudge and Debbie Feinstein of Arnold & Porter Kaye Scholer LLP acted as legal counsel to Reinhart and Reyes Holdings. Aaron Weisbrod and Jon Levin of Credit Suisse acted as the financial advisor to Performance Food Group Company. Tiffany Walker of Haynes & Boone LLP also advised Performance Food Group as legal counsel. Alston & Bird LLP is advising Credit Suisse Securities as financial advisor to Performance Food Group Company (NYSE:PFGC), in connection with its $2 billion cash acquisition of Reinhart Foodservice.