ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
The information set forth under "Estimated Fourth Quarter 2021 Financial
Results" in Item 8.01 below is incorporated herein by reference.
ITEM 8.01. OTHER EVENTS.
On July 12, 2021, Performance Food Group Company (the "Company") issued a press
release to announce that its indirect subsidiary, Performance Food Group, Inc.
(the "Issuer"), intends, subject to market and other conditions, to offer $780
million in aggregate principal amount of senior notes due 2029 (the "Notes
Offering"). A copy of the press release is attached hereto as Exhibit 99.1 and
is incorporated by reference herein. In addition, set forth below are certain
updates with respect to the Company's business and results of operations
included in the offering memorandum for the Notes Offering.
Estimated Fourth Quarter 2021 Financial Results
The following presents selected preliminary unaudited financial data for the
fiscal quarter ended July 3, 2021. The Company's consolidated financial
statements as of, and for, the fiscal quarter and year ended July 3, 2021, are
not yet available. The following information reflects the Company's preliminary
estimates based on currently available information. The Company's financial
closing procedures for the fiscal quarter and year ended July 3, 2021, are not
yet complete and, as a result, its final results upon completion of its closing
procedures may vary from the preliminary estimates described below. The Company
expects to complete its closing procedures with respect to the fiscal quarter
and year ended July 3, 2021 after the completion of this offering. The estimates
were prepared by the Company's management, based upon a number of assumptions,
in connection with preparation of its financial statements and completion of its
preliminary review for the fiscal quarter and year ended July 3, 2021.
Additional items that would require material adjustments to the preliminary
financial information may yet be identified. In addition, the Company's estimate
with respect to Adjusted EBITDA excludes the impact of certain income and
expense items that management believes are not part of underlying operations.
These items may include, but are not limited to, loss on early extinguishment of
debt, restructuring charges, certain tax items, and charges associated with
non-recurring professional and legal fees associated with acquisitions.
Management cannot estimate the impact of these income and expense items on its
reported net income, which could be significant, are difficult to predict and
may be highly variable. As a result, the Company does not provide a
reconciliation to the closest corresponding GAAP financial measure for its
estimate of Adjusted EBITDA for the fiscal quarter ended July 3, 2021.
Estimates of results are inherently uncertain and subject to change, and the
Company undertakes no obligation to update this information. These estimates,
including Adjusted EBITDA, should not be viewed as a substitute for interim
financial statements prepared in accordance with U.S. GAAP. In addition, the
preliminary results are not necessarily indicative of the results that may be
reported for any future periods. The Company's independent registered public
accounting firm has not conducted a review of, and does not express an opinion
or any other form of assurance with respect to, these preliminary estimates.
For the fiscal quarter ended July 3, 2021, the Company estimates net sales was
at least $8.8 billion and Adjusted EBITDA was at least $190 million. These
estimates include the impact of a 53rd week, which occurred in the fiscal
quarter ended July 3, 2021.
Redemption of 5.500% Notes due 2024
Prior to the closing of the Notes Offering, pursuant to the provisions of the
indenture governing the 5.500% Senior Notes due 2024 (the "2024 Senior Notes"),
the Issuer intends to deliver a notice to the holders of our 2024 Senior Notes
for the redemption (the "2024 Notes Redemption") of all of the remaining
outstanding principal amount of its 2024 Senior Notes. The Issuer cannot assure
you that it will consummate the 2024 Notes Redemption on the terms and at the
time contemplated herein, if at all.
The consummation of the Notes Offering is not conditioned on the consummation of
the 2024 Notes Redemption.
As of March 2021, on a pro forma basis giving (after giving effect to the
Transactions (as defined below)), the Company would have had approximately $2.5
billion of additional borrowing capacity under PFGC, Inc.'s, a wholly-owned
subsidiary of the Company, and the Issuer's asset-based revolving loan facility
(the "ABL Facility") (based on its estimated pro forma borrowing base as of
March 2021, which fluctuates from time to time).
Amendment of ABL Facility
In connection with the proposed acquisition of Core-Mark Holding Company, Inc.
by the Company (the "Proposed Core-Mark Acquisition"), PFGC, Inc. and the Issuer
are currently seeking an amendment and restatement of the ABL Facility credit
agreement that would, among other things, provide an additional $1.0 billion of
revolving and term loan commitments, for a total of up to $4.0 billion (the "ABL
Amendment"). It is anticipated that the amendment will be conditioned, among
other things, upon the consummation of the Proposed Core-Mark Acquisition
substantially concurrently thereto.
The ABL Amendment, the 2024 Notes Redemption, the Proposed Core-Mark Acquisition
and the Notes Offering are collectively referred to the "Transactions."
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
99.1 Press Release issued by Performance Food Group Company, dated July 12, 2021
104 Cover page Interactive Data File (embedded within Inline XBRL document)
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