UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 20, 2019
Performance Food Group Company
(Exact name of Registrant as Specified in Its Charter)
Delaware
| 001-37578
| 43-1983182
|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
12500 West Creek Parkway
Richmond, Virginia | | 23238
|
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (804) 484-7700
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.01 par value
| PFGC
| New York Stock Exchange
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On December 20, 2019, Performance Food Group Company (“PFG”) issued a press release, which is attached hereto as Exhibit 99.1, announcing that it received notice from the Federal Trade Commission that the agency has closed its investigation of PFG’s proposed acquisition of Reinhart Foodservice, L.L.C. (“Reinhart”) and terminated the Hart-Scott-Rodino Act waiting period. PFG expects to close the transaction on or about December 30, 2019, subject to the satisfaction or waiver of the remaining closing conditions.
As previously announced on July 1, 2019, PFG entered into a definitive agreement to acquire Reinhart from Reyes Holdings, L.L.C. in a transaction valued at $2.0 billion, or approximately $1.7 billion net of an estimated tax benefit to PFG of approximately $265 million.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits
| | |
| | |
| | Press Release issued by Performance Food Group Company, dated December 20, 2019. |
| | | |
| 104 | | Cover page Interactive Data File (embedded within Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | PERFORMANCE FOOD GROUP COMPANY |
| | | |
| Date: December 20, 2019 | By: | /s/ A. Brent King |
| | | Name: A. Brent King |
| | | Title: Senior Vice President, General Counsel and Secretary |
