Business Context and Reporting Period
This Form 8-K Current Report was filed by Performance Food Group Company (PFG) on December 20, 2019. The filing addresses a significant corporate development regarding the company's proposed acquisition of Reinhart Foodservice, L.L.C. ("Reinhart").
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity for the reporting period. The only financial data disclosed relates to the valuation of the Reinhart acquisition:
- Total Transaction Value: $2.0 billion
- Net Transaction Value: Approximately $1.7 billion (net of an estimated tax benefit)
- Estimated Tax Benefit: Approximately $265 million
Material Changes
The primary material event reported is the conclusion of regulatory review for the Reinhart acquisition:
- FTC Investigation Closed: The Federal Trade Commission (FTC) has closed its investigation and terminated the Hart-Scott-Rodino Act waiting period.
- Transaction Status: PFG expects to close the transaction on or about December 30, 2019, subject to the satisfaction or waiver of remaining closing conditions.
Guidance, Outlook, and Risks
Outlook: Management anticipates closing the acquisition by December 30, 2019, pending final conditions. The filing references a definitive agreement entered into on July 1, 2019, with Reyes Holdings, L.L.C.
Risks and Contingencies: The closing of the transaction remains contingent upon the satisfaction or waiver of remaining closing conditions. No other specific risks or unusual items are detailed in this specific filing text.
Investor Verification Checklist
- Confirm the actual closing date of the Reinhart acquisition (expected December 30, 2019).
- Verify the final purchase price and any adjustments to the estimated $265 million tax benefit.
- Review the definitive agreement terms regarding remaining closing conditions.
- Monitor subsequent filings for the impact of the acquisition on PFG's consolidated financial statements.