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): September 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 a selling stockholder (the “Selling Stockholder”) of 5,000,000 shares of common stock, par value $0.01 per share, of Performance Food Group Company (the “Company”) at a public offering price of $28.40 per share closed on September 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 Stockholder 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, and the consent of Deloitte & Touche LLP is filed herewith as Exhibit 23.1.
In connection with the Offering, the Company updated its disclosure as follows:
Extreme weather conditions and natural disasters may interrupt our business or our customers’ businesses, which could have a material adverse effect on our business, financial condition, or results of operations.
Many of our facilities and our customers’ facilities are located in areas that may be subject to extreme and occasionally prolonged weather conditions, including, but not limited to, hurricanes, blizzards, and extreme heat or cold. Such extreme weather conditions may interrupt our or our customers’ operations, reduce the number of consumers who visit our customers’ facilities in such areas, increase our costs, or impact demand for our products. Furthermore, such extreme weather conditions may interrupt or impede access to our or our customers’ facilities or damage or destroy our or our customers’ facilities, all of which could have a material adverse effect on our business, financial condition, or results of operations. For example, our operations in certain areas were recently disrupted by Hurricane Harvey in August 2017 and Hurricane Irma in September 2017. In addition, several of our facilities and a number of our customers and employees are located in areas that were impacted by the widespread flooding and damage caused by these hurricanes.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 5.1 | Opinion of Simpson Thacher & Bartlett LLP | |
| 23.1 | Consent of Deloitte & Touche LLP | |
Exhibit Index
| Exhibit |
Description | |
| 5.1 | Opinion of Simpson Thacher & Bartlett LLP | |
| 23.1 | Consent of Deloitte & Touche 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: September 18, 2017 |
By: /s/ A. Brent King | |
| Name: A. Brent King | ||
| Title: Senior Vice President, General Counsel and Secretary | ||
September 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 stockholder (the “Selling Stockholder”) identified in the underwriting agreement, dated September 13, 2017 (the “Underwriting Agreement”), among the Company, the Selling Stockholder and Barclays Capital Inc. of 5,000,000 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 September 13, 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 | September 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 September 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
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No. 333-207208 on Form S-8 and Registration Statement No. 333-214642 on Form S-3 of our reports dated August 25, 2017, relating to the consolidated financial statements and financial statement schedule of Performance Food Group Company and subsidiaries, and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Performance Food Group Company for the year ended July 1, 2017.
/s/ DELOITTE & TOUCHE LLP
Richmond, Virginia
September 13, 2017