Performance Food Group Company (Exact name of registrant as specified in its charter)

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C 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 (State or other jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification Number) West Creek Parkway Richmond, Virginia (Address of registrant s principal executive office) (Zip code) (804) (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 ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-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 ( of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( b-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.

2 Item 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, The Offering was a registered offering pursuant to the Company s registration statement on Form S-3, filed on November 16, 2016 (File No ). 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 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 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 Financial Statements and Exhibits. (d) Exhibits. Exhibit Description 5.1 Opinion of Simpson Thacher & Bartlett LLP 23.1 Consent of Deloitte & Touche LLP

3 Exhibit Index Exhibit Description 5.1 Opinion of Simpson Thacher & Bartlett LLP 23.1 Consent of Deloitte & Touche LLP

4 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

5 Exhibit 5.1 September 18, 2017 Performance Food Group Company West Creek Parkway Richmond, Virginia 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 ) (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,

6 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

7 Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No on Form S-8 and Registration Statement No 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, /s/ DELOITTE & TOUCHE LLP Richmond, Virginia September 13, 2017