Performance Food Group Co. Completes Merger with Core-Mark Holding Company, Inc.

Strategic Insights -

Following the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, Performance Food Group Co. has completed its merger with Core-Mark Holding Company, Inc. Under the terms of the merger agreement, Core-Mark will become a wholly owned subsidiary of Performance Food Group Co. The transaction is expected to be completed in late August or early September 2021. Notably, the Federal Trade Commission (FTC) has announced that it is facing a substantial increase in merger filings, which may result in the agency issuing standard letters to deals where it does not have time to fully investigate. Core-Mark and Performance Food Group Co. have received such a letter, stating that while the waiting period has expired, the FTC's investigation of the merger remains open and ongoing.

Key Takeaways:

  • The merger between Performance Food Group Co. and Core-Mark Holding Company, Inc. has been completed, with Core-Mark becoming a wholly owned subsidiary of Performance Food Group Co.
  • The expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act marks a significant milestone in the completion of the merger.
  • The Federal Trade Commission's (FTC) announcement that it is facing a substantial increase in merger filings may result in the agency issuing standard letters to deals where it does not have time to fully investigate.
  • Core-Mark and Performance Food Group Co. have received a standard letter from the FTC, stating that while the waiting period has expired, the FTC's investigation of the merger remains open and ongoing.
  • The transaction is expected to be completed in late August or early September 2021.
  • The merger agreement provides for the merger of Core-Mark with and into a subsidiary of Performance Food Group Co.
  • The surviving company of the merger will be a wholly owned subsidiary of Performance Food Group Co.
  • Core-Mark's stockholders will adopt the Merger Agreement and other closing conditions must be satisfied for the merger to be completed.

Statistics:

  • The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired on August 9, 2021.
  • The expected completion date of the merger is late August or early September 2021.
  • The transaction involves the merger of Core-Mark with and into a subsidiary of Performance Food Group Co.
  • The resulting entity will be a wholly owned subsidiary of Performance Food Group Co.

Sources:

  • Performance Food Group Co. Current Report on Form 8-K, filed on August 9, 2021 (available at sec.gov/Archives/edgar/data/1618673/000161867313000024/form8-kasofaugust92021.htm)
  • Core-Mark Holding Company, Inc. Form 10-K for the fiscal year ended December 31, 2020 (available at sec.gov/Archives/edgar/data/1283048/000128304820000012/core-mark.htm)
  • Federal Trade Commission announcement, dated August 3, 2021 (available at ftc.gov/news-events/news-press-releases/2021/08/ftc-warns-parties-filing-mergers-impact-oftc-resources)