Performance Food Group Company (NYSE: PFGC) entered into an agreement to acquire Core-Mark Holding Company, Inc. (NASDAQ: CORE) for $2.1 billion on May 17, 2021. Under the terms of the transaction, Core-Mark shareholders will receive $23.875 per share in cash and 0.44 PFG shares for each Core-Mark share. The transaction values Core-Mark at approximately $2.5 billion, including Core-Mark's net debt. The transaction is not conditioned on financing. PFG expects to fund the cash portion of the transaction consideration with borrowing from its asset-based revolving credit facility and the issuance of new senior unsecured notes. As of July 12, 2021, Performance Food Group intends to offer $1 billion aggregate principal amount of Senior Note due 2029 and intends to use the net proceeds from the offering, along with other financing sources, to finance the cash consideration payable in connection with the acquisition. Upon closing of the transaction, Core-Mark shareholders will own approximately 13% of the combined company. Core-Mark expects to continue paying its current quarterly dividend through the completion of the transaction. The expanded convenience business will operate under the Core-Mark brand and will be headquartered in Westlake, Texas with Eby-Brown maintaining ongoing operations in Naperville, Illinois. Core-Mark will be required to pay PFG a termination fee of $66 million and PFG will be required to pay Core-Mark a termination fee of $110 million. Scott McPherson will continue in his role as President and Chief Executive Officer of Core-Mark, following closing of the transaction. Tom Wake will continue as President and Chief Executive Officer of Eby-Brown, reporting to Mr. McPherson. Upon closing of the transaction, at least one current Core-Mark director will be added to the PFG Board of Directors.

The transaction is subject to U.S. federal antitrust clearance, Core-Mark shareholder approval, the waiting period under the HSR Act applicable to the transactions contemplated hereby shall have expired or otherwise been terminated, approved for listing on the NYSE and other customary closing conditions. The transaction is not conditioned on financing. The transaction is not subject to PFG shareholder approval and has been unanimously approved by the Board of Directors of each company. As of August 17, 2021, Federal Trade Commission failed to reach a decision within the initial 30-day review window. The food delivery companies notified the Securities and Exchange Commission on Wednesday, August 11, 2021, that the Democratic-controlled FTC hasn't challenged or cleared the purchase. As of August 9, 2021, waiting period under the HSR Act expired and accordingly, the applicable closing condition to the transaction has been satisfied. The Core-Mark board of directors unanimously recommends that Core-Mark stockholders vote “FOR” business combination proposal. The registration statement was declared effective by the Securities and Exchange Commission on July 14, 2021. As on August 25, 2021, the transaction was approved by the shareholders of Core-Mark. The transaction is expected to close in the first half of calendar 2022. As of August 11, 2021, the transaction is expected to close in late August or early September 2021.

BMO Capital Markets Corp. acted as the exclusive financial advisor to PFG, and J.P. Morgan Securities LLC provided a fairness opinion to the Board of Directors of PFG. Jeremy London and Micah Kegley of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal counsels to PFG. Barclays Capital Inc. acted as the exclusive financial advisor and fairness opinion provider to Core-Mark. Craig Adas, Nicholas Doloresco, Joseph Pari, Graham Magill, Paul Wessel, Jeff Perry, Vadim Brusser, Gabriel Gregson, Karen Ballack, Olivia Greer, P.J. Himelfarb, Annemargaret Connolly, Thomas Goslin, John O'Loughlin, Timothy Welch, Nicholas J. Pappas, Ami Zweig and James R. Griffin of Weil, Gotshal & Manges LLP acted as legal counsels to Core-Mark. Stephen M. Kotran of Sullivan & Cromwell LLP acted as legal advisor to BMO Capital Markets Corp. MacKenzie Partners, Inc. acted as proxy solicitor to Core-Mark Holding Company and will receive $0.015 million. Computershare Trust Company acted as transfer agent to Performance Food Group.

Performance Food Group Company (NYSE: PFGC) completed the acquisition of Core-Mark Holding Company, Inc. (NASDAQ: CORE) on September 1, 2021. Company acquired Core-Mark in a transaction valued at $2.4 billion, net of cash received. Core-Mark shareholders received $23.875 per share in cash and 0.44 shares of Performance Food's stock for each Core-Mark share outstanding. Post completion, Core-Mark Holding will continue to operate as under its own name and will be headquartered in Westlake, Texas. PFG has appointed Laura Flanagan to serve as an independent director on its Board of Directors.