| Item 1.01. | Entry into a Material Definitive Agreement. |
On May 17, 2019, PFGC, Inc. and Performance Food Group, Inc., each a wholly-owned subsidiary of Performance Food Group Company, entered into the Third 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 Second Amended and Restated Credit Agreement, dated February 1, 2016, with Wells Fargo Bank, National Association, as Administrative Agent and Collateral Agent, and the other lenders from time to time party thereto (as amended by the First Amendment to Second Amended and Restated Credit Agreement, dated August 3, 2017, the “ABL Facility”). The Amended Credit Agreement, among other things, (i) increases the aggregate principal amount available from $1.95 billion under the ABL Facility to $2.4 billion under the Amended Credit Agreement, (ii) extends the stated maturity date from February 1, 2021 under the ABL Facility to May 17, 2024 under the Amended Credit Agreement, and (iii) reduces the interest rate applicable to loans available under the Amended Credit Agreement, as discussed below. Like the ABL Facility, 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 greater 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) $180.0 million and (ii) 10% of the lesser of the borrowing base and the revolving credit facility amount for five consecutive business days.
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 anOff-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 above is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d)Exhibits.
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Exhibit Number | | Description |
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| 10.1 | | Third Amended and Restated Credit Agreement, dated May 17, 2019, 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. |
