Performance Food Group Company’s Acquisition of Core-Mark Holding Company

Skadden, Arps, Slate, Meagher & Flom LLP represented Performance Food Group Company, while Weil, Gotshal & Manges LLP represented Core-Mark in the transaction.

Performance Food Group Company (PFG) and Core-Mark Holding Company, Inc. have entered into a definitive agreement pursuant to which PFG will acquire Core-Mark in a stock and cash transaction. The transaction values Core-Mark at approximately $2.5 billion, including Core-Mark’s net debt. 

The transaction is not conditioned on financing. PFG expects to fund the cash portion of the transaction consideration with borrowing from its asset-based revolving credit facility and the issuance of new senior unsecured notes.

BMO Capital Markets Corp. acted as the exclusive financial advisor to PFG, and J.P. Morgan Securities LLC provided a fairness opinion to the Board of Directors of PFG. Barclays acted as the exclusive financial advisor to Core-Mark.

Built on the many proud histories of our family of companies, Performance Food Group is a customer-centric foodservice distribution leader headquartered in Richmond, Virginia. Grounded by roots that date back to a grocery peddler in 1885, PFG today has a nationwide network of over 100 distribution facilities, thousands of talented associates and valued suppliers across the country. 

Core-Mark is one of the largest marketers of fresh, food and broad-line supply solutions to the convenience retail industry in North America. Founded in 1888, Core-Mark offers a full range of products, marketing programs and technology solutions to approximately 40,000 customer locations in the U.S. and Canada through 32 distribution centers.

The Skadden team advising PFG was led by M&A partner Jeremy London (Picture; Washington, D.C.), counsel Micah Kegley (Washington, D.C.) and associate Paul Bolaji (Washington, D.C.); Antitrust/Competition partner David Wales (Washington, D.C.); Executive Compensation and Benefits counsel Page Griffin (New York); Banking partner Stephanie Teicher (New York); Capital Markets partners Laura Kaufmann Belkhayat (New York) and Michael Hong (New York/Toronto); Tax partner Jessica Hough (Washington, D.C.); Labor and Employment partner David Schwartz (New York); Intellectual Property & Technology Ken Kumayama (Palo Alto); and Litigation partner Robert Saunders (Wilmington).

Involved fees earner: Paul Bolaji – Simpson Thacher & Bartlett; Page Griffin – Skadden Arps Slate Meager & Flom; Michael Hong – Skadden Arps Slate Meager & Flom; Jessica Hough – Skadden Arps Slate Meager & Flom; Laura Kaufmann Belkhayat – Skadden Arps Slate Meager & Flom; Micah Kegley – Skadden Arps Slate Meager & Flom; Ken Kumayama – Skadden Arps Slate Meager & Flom; Jeremy London – Skadden Arps Slate Meager & Flom; Robert Saunders – Skadden Arps Slate Meager & Flom; David Schwartz – Skadden Arps Slate Meager & Flom; Stephanie Teicher – Skadden Arps Slate Meager & Flom; David Wales – Skadden Arps Slate Meager & Flom;

Law Firms: Simpson Thacher & Bartlett; Skadden Arps Slate Meager & Flom;

Clients: Performance Food Group;

Author: Martina Bellini