Amendment: Performance Food Group Company filed SEC Form 8-K: Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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EXPLANATORY NOTE
On October 8, 2024, Performance Food Group Company (the “Company”), completed its previously announced acquisition of Cheney Bros., Inc., a Florida corporation (“Cheney Brothers”), pursuant to the Stock Purchase Agreement, dated as of August 13, 2024 (the “Purchase Agreement”), by and among the Company, Performance Food Group, Inc., a Colorado corporation and wholly owned subsidiary of the Company (“Buyer”), Cheney Bros., Inc. Shares Trust, a Florida irrevocable trust (“Cheney Bros., Inc. Shares Trust”), Joseph N. Cheney Trust, a Florida irrevocable trust (“Joseph N. Cheney Trust”) (Cheney Bros., Inc. Shares Trust, prior to its termination, and Joseph N. Cheney Trust, at any point thereafter, “Seller 1”), June Claire Cheney Russell Trust, a Florida irrevocable trust (“Seller 2”), CD&R Chip Holdings, L.P., a Cayman Islands exempt limited partnership (“CD&R” and, together with Seller 1 and Seller 2, “Sellers”), Cheney Brothers and Michael Sullivan as Sellers’ Representative.
Pursuant to the terms of the Purchase Agreement, Buyer purchased all of the outstanding capital stock of Cheney Brothers from Sellers for $2.095 billion in cash, subject to customary adjustments for Cheney Brothers’ combined debt, cash, transaction expenses and net working capital (the “Cheney Brothers Acquisition”).
On October 8, 2024, the Company filed its Current Report on Form 8-K (the “Initial 8-K”) to report the completion of the Cheney Brothers Acquisition on October 8, 2024. Under Item 9.01 of the Initial 8-K, the Company stated that (a) the financial statements of the business acquired required by Item 9.01(a) would be filed by amendment to the Initial 8-K no later than 71 calendar days after the date on which the Initial 8-K was required to be filed, and (b) the pro forma financial information required by Item 9.01(b) would be filed by amendment to the Initial 8-K no later than 71 calendar days after the date on which the Initial 8-K was required to be filed. Accordingly, this Current Report on Form 8-K/A amends Item 9.01 of the Initial 8-K to present certain financial statements and certain pro forma financial information. Except for this Explanatory Note, the filing of the financial statements and the pro forma financial information required by Item 9.01, and the consent of Cheney Brothers’ independent auditors, EisnerAmper LLP, filed herewith as Exhibit 23.1, there are no changes to the Initial 8-K.
The unaudited pro forma condensed combined financial information included in this Current Report on Form 8-K/A is presented for illustrative purposes only, contains a variety of adjustments, assumptions and estimates, and is not necessarily indicative of what the combined Company’s actual financial position or results of operations would have been had the Cheney Brothers Acquisition been completed on the date indicated. The combined Company’s actual results and financial position may differ materially and adversely from the unaudited pro forma condensed combined financial information included in this Current Report on Form 8-K/A. Important factors that may affect actual results include, but are not limited to, risks and uncertainties relating the Company’s or Cheney Brothers’ business, as applicable (including each company’s ability to achieve strategic goals, objectives, and targets over applicable periods), industry performance, and general business and economic conditions.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The audited consolidated financial statements of Cheney Brothers and its subsidiaries as of and for the year ended May 31, 2024 are attached hereto as Exhibit 99.1 and are incorporated by reference in this Item 9.01(a). The unaudited condensed consolidated financial statements of Cheney Brothers and its subsidiaries as of and for the three months ended August 31, 2024 are attached hereto as Exhibit 99.2 and are incorporated by reference in this Item 9.01(a).
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined balance sheet of the Company as of September 28, 2024, and the unaudited pro forma condensed combined statements of operations of the Company for the three months ended September 28, 2024 and the fiscal year ended June 29, 2024, including the related notes thereto, giving effect to the Cheney Brothers Acquisition are filed herewith as Exhibit 99.3. The unaudited pro forma financial information gives effect to the Cheney Brothers Acquisition on the basis of, and subject to, the assumptions set forth in accordance with Article 11 of Regulation S-X.
(d) Exhibits.
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Exhibit |
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Description |
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23.1 |
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Consent of EisnerAmper LLP, independent auditors of Cheney Bros., Inc. |
99.1 |
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99.2 |
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99.3 |
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104 |
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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.
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PERFORMANCE FOOD GROUP COMPANY |
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Date: December 18, 2024 |
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By: |
/s/ A. Brent King |
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A. Brent King |
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Executive Vice President, General Counsel and Secretary |