Performance Food Group Company (NYSE: PFGC) announced today that it has priced the previously announced public offering of 10,120,000 shares of its common stock at a price of $44.25 per share in connection with its agreement to sell its common stock pursuant to a forward sale agreement as described below. The underwriters have been granted a 30-day option to purchase up to an additional 1,518,000 shares of the Company’s common stock.

Credit Suisse and Wells Fargo Securities are acting as representatives of the initial purchasers for this offering. BofA Securities, J.P. Morgan, Barclays, BMO Capital Markets, Capital One Securities, Morgan Stanley and Rabo Securities are acting as joint book-running managers.

The Company entered into a forward sale agreement (the “forward sale agreement”) with an affiliate of Credit Suisse (the “forward purchaser”). The forward purchaser (or its affiliate) is expected to borrow from third parties, and sell to the underwriters, 10,120,000 shares of the Company’s common stock (or an aggregate of 11,638,000 shares if the underwriters exercise their option to purchase additional shares in full) in the offering.

The Company has agreed to issue and deliver, upon physical settlement of such forward sale agreement, up to 10,120,000 shares of the Company’s common stock (or an aggregate of 11,638,000 shares if the underwriters exercise their option to purchase additional shares in full) to the forward purchaser. In exchange for the shares, the Company will receive cash proceeds per share equal to the applicable forward sale price per share, subject to certain adjustments as provided in the forward sale agreement. The Company expects to physically settle the forward sale agreement on one or more forward settlement dates on or prior to the closing of PFG’s previously announced acquisition of Reinhart Foodservice, L.L.C. (the “Acquisition”). If the Acquisition is not consummated, the Company may elect to physically settle the forward sale agreement or may cash settle or net share settle all or a portion of its obligations under the forward sale agreement no later than the date that is 12 months from the date of entry into the forward sale agreement. The closing of the offering and the settlement of the forward sale agreement are not conditioned on the closing of the Acquisition.

The Company intends to use the net proceeds, if any, received upon settlement of the forward sale agreement, along with other financing sources, to finance the cash consideration payable in connection with the Acquisition and to pay related fees and expenses. Any remaining proceeds upon settlement of the forward sale agreement will be used for general corporate purposes, including the repayment of outstanding indebtedness. If the Acquisition is not consummated and the Company physically settles the forward sale agreement, it intends to use the net proceeds that it receives from the settlement of the forward sale agreement for general corporate purposes, including the repayment of outstanding indebtedness. PFG continues to expect to close the Acquisition by the end of calendar year 2019 or early in 2020.

The offering is being made pursuant to an effective shelf registration statement and prospectus and a related preliminary prospectus supplement filed by the Company with the Securities and Exchange Commission. This press release shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.