UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 18, 2017
Performance Food Group Company
(Exact name of registrant as specified in its charter)
| Delaware | 001-37578 | 43-1983182 | ||
| (State or other jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
| 12500 West Creek Parkway Richmond, Virginia |
23238 | |
| (Address of registrant’s principal executive office) | (Zip code) |
(804) 484-7700
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| ☐ | Emerging growth company |
| ☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
| Item 8.01. | Other Events. |
The previously announced underwritten secondary offering (the “Offering”) by certain selling stockholders (the “Selling Stockholders”) of 14,092,206 shares of common stock, par value $0.01 per share, of Performance Food Group Company (the “Company”) at a public offering price of $27.50 per share closed on May 18, 2017. The Offering was a registered offering pursuant to the Company’s registration statement on Form S-3, filed on November 16, 2016 (File No. 333-214642). The Selling Stockholders received all of the net proceeds from the Offering. No shares were sold by the Company.
In connection with the Offering, the legal opinion of Simpson Thacher & Bartlett LLP is filed herewith as Exhibit 5.1.
The Company expects that Bruce McEvoy and Prakash A. Melwani, two of its directors affiliated with The Blackstone Group L.P. (“Blackstone”), will resign from its board of directors within a short period of time after the completion of this Offering. The Company expects that Jeffrey Overly, a third director of the Company affiliated with Blackstone, will resign from its board of directors at or prior to its 2017 Annual Meeting of Shareholders.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 5.1 | Opinion of Simpson Thacher & Bartlett LLP | |
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.
| PERFORMANCE FOOD GROUP COMPANY | ||||
| Date: May 18, 2017 | By: | /s/ A. Brent King | ||
| Name: | A. Brent King | |||
| Title: | Senior Vice President, General Counsel and Secretary | |||
Exhibit Index
| Exhibit |
Description | |
| 5.1 | Opinion of Simpson Thacher & Bartlett LLP | |
Exhibit 5.1
May 18, 2017
Performance Food Group Company
12500 West Creek Parkway
Richmond, Virginia 23238
Ladies and Gentlemen:
We have acted as counsel to Performance Food Group Company, a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-3 (File No. 333-214642) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to shares of common stock of the Company, par value $0.01 per share (the “Common Stock”). This opinion relates to the sale by the selling stockholders (the “Selling Stockholders”) identified in the underwriting agreement, dated May 15, 2017 (the “Underwriting Agreement”), among the Company, the Selling Stockholders and Goldman Sachs & Co. LLC of 14,092,206 shares of Common Stock of the Company (the “Shares”).
We have examined the Registration Statement as it became effective under the Securities Act; the Company’s prospectus, dated November 16, 2016 (the “Base Prospectus”), as supplemented by the Company’s prospectus supplement, dated May 15, 2017 (together with the Base Prospectus, the “Prospectus”), filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Commission under the Securities Act; and the Underwriting Agreement. We also have examined the originals, or duplicates or certified or conformed copies, of such records,
| Performance Food Group Company | 2 | May 18, 2017 |
agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinion hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company.
In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that the Shares are validly issued, fully paid and nonassessable.
We do not express any opinion herein concerning any law other than the Delaware General Corporation Law.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Current Report on Form 8-K filed by the Company with the Commission on May 18, 2017 and to the use of our name under the caption “Legal Matters” in the Prospectus.
Very truly yours,
/s/ Simpson Thacher & Bartlett LLP
SIMPSON THACHER & BARTLETT LLP