Item 8.01. Other Events.
As previously reported, on May 17, 2021, Core-Mark Holding Company, Inc., a
Delaware corporation (the "Company"), entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Performance Food Group Company, a Delaware
corporation ("PFG"), Longhorn Merger Sub I, Inc., a Delaware corporation and a
wholly owned subsidiary of PFG ("Merger Sub I"), and Longhorn Merger Sub II,
LLC, a Delaware limited liability company and a wholly owned subsidiary of PFG
("Merger Sub II"). Among other things, the Merger Agreement provides, subject to
the satisfaction or waiver of the conditions to closing set forth therein, for
(i) the merger of Merger Sub I with and into the Company (the "First Merger"),
with the Company continuing as the surviving corporation of the First Merger and
a wholly owned subsidiary of PFG and (ii) promptly after the First Merger, the
merger of the Company with and into Merger Sub II (the "Second Merger" and,
together with the First Merger, the "Mergers"), with Merger Sub II continuing as
the surviving company of the Second Merger and a wholly owned subsidiary of PFG.
As previously reported, on June 7, 2021, each of PFG and Core-Mark filed its
respective notification and report form under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 ("HSR Act") with respect to the Mergers. Also, as
previously reported, PFG voluntarily withdrew its notification and report form
on July 7, 2021 and refiled such form on July 9, 2021. Effective as of 11:59
p.m. EST on August 9, 2021, the waiting period under the HSR Act expired with
respect to the Mergers, and accordingly, the applicable closing condition to the
Mergers has been satisfied. The parties expect to close the Mergers in late
August or early September 2021, assuming that the Company's stockholders adopt
the Merger Agreement and the other closing conditions to the Mergers are
satisfied.
On August 3, 2021, the Federal Trade Commission's ("FTC") Bureau of Competition
announced that it was facing a substantial increase in merger filings that is
straining the agency's capacity to rigorously investigate deals within the HSR
Act timelines, and therefore, the FTC would start issuing standard letters on
deals where the agency did not have time to fully investigate. Consistent with
this guidance from the FTC, Core-Mark and PFG received such a standard form
letter on August 9, 2021, which states, among other things, that, although the
waiting period would be expiring, the FTC's investigation of the Mergers remains
open and ongoing. The letter states that the FTC may challenge
transactions-before or after their consummation. The FTC had such ability prior
to and independent of its announcement on August 3, 2021, that it would start
issuing the standard letters described above. Accordingly, Core-Mark and PFG
believe that the letters they received do not change or expand the FTC's ability
under U.S. law to investigate and challenge the Mergers after expiration of the
HSR Act waiting period and after consummation of the Mergers.
Additional Information and Where You Can Find It
PFG has filed with the SEC a registration statement on Form S-4, which includes
a prospectus with respect to the shares of PFG Common Stock to be issued in the
proposed transaction and a proxy statement for the Company's stockholders. The
registration statement was declared effective by the SEC on July 14, 2021, and
PFG filed the final prospectus and the Company filed the Proxy
Statement/Prospectus with the SEC on July 14, 2021. INVESTORS AND SECURITY
HOLDERS OF PFG AND THE COMPANY ARE URGED TO READ THE FORM S-4, THE PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS (INCLUDING ANY AMENDMENTS
OR SUPPLEMENTS THERETO) THAT ARE OR WILL BE FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT PFG, THE
COMPANY, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security
holders of PFG and the Company are able to obtain free copies of the Form S-4,
the Proxy Statement/Prospectus and other documents (including any amendments or
supplements thereto) containing important information about PFG and the Company
through the website maintained by the SEC at www.sec.gov. Copies of the
documents filed with the SEC by PFG are available free of charge on PFG's
website at www.investors.pfgc.com or by contacting PFG's Investor Relations
department at investor@pfgc.com. Copies of the documents filed with the SEC by
the Company are available free of charge on the Company's website at
ir.core-mark.com/investors or by contacting the Company's Investor Relations
department at david.lawrence@core-mark.com.
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No Offer or Solicitation
This Current Report is for informational purposes only and does not constitute,
or form a part of, an offer to sell or the solicitation of an offer to sell or
an offer to buy or the solicitation of an offer to buy any securities, and there
shall be no sale of securities, in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of securities shall
be made except by means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933, as amended, and otherwise in accordance with
applicable law.
Participants in the Solicitation
PFG, the Company and certain of their respective directors, executive officers
and employees may be deemed to be participants in the solicitation of proxies
from the stockholders of the Company in connection with the proposed
transaction. Information about the directors and executive officers of PFG is
set forth in its (i) Form 10-K for the fiscal year ended June 27, 2020, which
was filed with the SEC on August 18, 2020 and (ii) proxy statement for its 2020
annual meeting of stockholders, which was filed with the SEC on October 9, 2020,
and on its website at www.pfgc.com. Information about the directors and
executive officers of the Company is set forth in its (i) Form 10-K for the
fiscal year ended December 31, 2020, which was filed with the SEC on March 1,
2021 and (ii) proxy statement for its 2021 annual meeting of stockholders, which
was filed with the SEC on April 5, 2021, and on its website at
www.core-mark.com.
Investors may obtain additional information regarding the interest of such
participants by reading the Form S-4, the Proxy Statement/Prospectus and other
materials filed with the SEC in connection with proposed transaction.
Forward-Looking Statements
This Current Report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These statements include, but are
not limited to, statements related to our expectations regarding the performance
of our business, our financial results, our liquidity and capital resources, the
impact of PFG's proposed acquisition of the Company (the "Transaction") and
other non-historical statements. You can identify these forward-looking
statements by the use of words such as "outlook," "believes," "expects,"
"potential," "continues," "may," "will," "should," "could," "seeks," "projects,"
"predicts," "intends," "plans," "estimates," "anticipates" or the negative
version of these words or other comparable words.
Such forward-looking statements are subject to various risks and
uncertainties. The following factors, in addition to those discussed under the
section entitled Item 1A. Risk Factors in the Company Annual Report on Form 10-K
for the fiscal year ended December 31, 2020 filed with the SEC on March 1, 2021,
as such factors may be updated from time to time in the Company's periodic
filings with the SEC, which are accessible on the SEC's website at www.sec.gov,
could cause actual future results to differ materially from those expressed in
any forward-looking statements: the risk that, after the closing of the
Transaction, U.S. antitrust authorities could continue to investigate the
Transaction and challenge the Transaction; the possibility that conditions to
the consummation of the Transaction, including adoption of the merger agreement
by the Company stockholders, will not be satisfied or completed on a timely
basis and accordingly the Transaction may not be consummated on a timely basis
or at all; uncertainty as to the expected financial performance of the combined
company following completion of the Transaction; the possibility that the
expected synergies and value creation from the Transaction will not be realized
or will not be realized within the expected time period; the exertion of the
Company's management's time and resources, and other expenses incurred and
business changes required, in connection with the Transaction; the risk that
unexpected costs will be incurred in connection with the completion and/or
integration of the Transaction or that the integration of the Company will be
more difficult or time consuming than expected; a downgrade of the credit
ratings of indebtedness, which could give rise to an obligation to redeem
existing indebtedness; potential litigation in connection with the Transaction
may affect the timing or occurrence of the Transaction or result in significant
costs of defense, indemnification and liability; the inability to retain key
personnel; the possibility that competing offers will be made to acquire the
Company; disruption from the announcement, pendency and/or completion of the
Transaction, including potential adverse reactions or changes to business
relationships with customers, employees,
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suppliers or regulators, making it more difficult to maintain business and
operational relationships; and the risk that, following the Transaction, the
combined company may not be able to effectively manage its expanded operations;
the extent and duration of the disruption to business activities caused by the
global health crisis associated with the novel coronavirus pandemic ("COVID-19")
outbreak, including the effects on vehicle miles driven, on the financial health
of the Company's business partners, on supply chains, and on financial and
capital markets; declining cigarette sales volumes; the Company's dependence on
the convenience retail industry for revenues; the Company's dependence on
qualified labor, senior management and other key personnel; competition in the
Company's distribution markets, including product, service and pricing pressures
related to COVID-19; risks and costs associated with efforts to grow the
Company's business through acquisitions; the dependence of some of the Company's
distribution centers on a few relatively large customers; manufacturers or
retail customers adopting direct distribution channels; fuel and other
transportation costs; failure, disruptions or security breaches of the Company's
information technology systems; the low-margin nature of cigarette and
consumable goods distribution; the Company's reliance on manufacturer discount
and incentive programs and cigarette excise stamping allowances; the Company's
dependence on relatively few suppliers and the Company's ability to maintain
favorable supplier arrangements; disruptions in suppliers' operations, including
the impact of COVID-19 on the Company's suppliers as well as supply chain,
including potential problems with inventory availability and the potential
result of higher cost of product and freight due to high demand of products and
low supply for an unpredictable period of time; product liability and
counterfeit product claims and manufacturer recalls of products, including
ongoing litigation related to Juul products; the Company's ability to achieve
the expected benefits of implementation of marketing initiatives; failing to
maintain the Company's brand and reputation; unexpected outcomes in legal
proceedings; attempts by unions to organize employees; increasing expenses
related to employee health benefits; changes to minimum wage laws; failure to
comply with governmental regulations or substantial changes to governmental
regulations, including increased regulation of electronic cigarette and other
alternative nicotine products; risks related to changes to the Company's
workforce, including reductions to hours, headcount and benefits as a result of
COVID-19; earthquake and natural disaster damage; increases in the number or
severity of insurance and claims expenses; legislation, regulations and other
matters negatively affecting the cigarette, tobacco and alternative nicotine
industry; increases in excise taxes or reduction in credit terms by taxing
jurisdictions; potential liabilities associated with sales of cigarettes and
other tobacco products; changes to federal, state or provincial income tax
legislation; reduction in the payment of dividends; currency exchange rate
fluctuations; the Company's ability to borrow additional capital; restrictive
covenants in the Company's credit facility; and changes to accounting rules or
regulations.
Accordingly, there are or will be important factors that could cause actual
outcomes or results to differ materially from those indicated in these
statements. These factors should not be construed as exhaustive and should be
read in conjunction with the other cautionary statements that are included in
this release and in the Company's filings with the SEC. Any forward-looking
statement, including any contained herein, speaks only as of the time of this
release or as of the date they were made and the Company does not undertake to
update or revise them as more information becomes available or to disclose any
facts, events, or circumstances after the date of this Current Report or
statement, as applicable, that may affect the accuracy of any forward-looking
statement, except as required by law.
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