Performance Food Group Company Announces Public Offering of Common Stock on a Forward Basis

Performance Food Group Company (“PFG” or the “Company”) (NYSE: PFGC) announced today that it has commenced a public offering of an aggregate of 9,200,000 shares of its common stock in connection with a forward sale agreement as described below. The underwriters are expected to be granted a 30-day option to purchase up to an additional 1,380,000 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 expects to enter into a forward sale agreement (the “forward sale agreement”) with Credit Suisse (the “forward purchaser”), or its affiliate. The forward purchaser (or its affiliate) is expected to borrow from third parties, and sell to the underwriters, 9,200,000 shares of the Company’s common stock (or an aggregate of 10,580,000 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 9,200,000 shares of the Company’s common stock (or an aggregate of 10,580,000 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.