Item 2.01. Completion of Acquisition or Disposition of Assets.
On
Pursuant to the Merger Agreement and by virtue of the First Merger, at the
Effective Time, each share of common stock, par value
At the Effective Time, each outstanding time-based restricted stock unit of the Company (each, an "RSU") held by a non-employee director, whether vested or unvested, was cancelled and converted into the right to receive the Merger Consideration. Additionally, at the Effective Time, each other outstanding RSU, whether vested or unvested, was converted into a restricted stock unit relating to a number of shares of PFG Common Stock equal to the number of shares of Company Common Stock subject to the RSU multiplied by the sum of (i) the Exchange Ratio, plus (ii) the quotient of the Per-Share Cash Amount divided by the volume weighted average sale price of PFG Common Stock for the ten (10) full consecutive trading days ending on and including the business day prior to the Effective Time (the "Stock Award Exchange Ratio") and otherwise subject to the same terms and conditions (including the vesting schedule and termination-related vesting provisions) applicable immediately prior to the Effective Time.
At the Effective Time, each outstanding performance-based restricted stock unit of the Company (each, a "PSU"), whether vested or unvested, was converted into a corresponding time-based restricted stock unit subject to the same terms and conditions (including with respect to termination-related vesting provisions applicable immediately prior the Effective Time, provided that the performance-based vesting conditions no longer apply), and relating to a number of shares of PFG Common Stock equal to the product of (i) for PSUs granted during the 2021 calendar year, (A) the number of shares of Company Common Stock subject to such PSU immediately prior to the Effective Time that would have vested based on the achievement of the greater of (1) the applicable performance at the target level and (2) the actual level of performance as of the Closing Date, based on the achievement of the applicable performance metrics applied on . . .
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information contained in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
On
In addition, the Company intends to file a certification on Form 15 with the
Item 3.03. Material Modification to Rights of Security Holders.
The information contained in Item 2.01, Item 3.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01. Changes in Control of Registrant.
The information contained in Item 2.01, Item 3.01 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the consummation of the Mergers on
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information contained in Item 2.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
As a result of the Mergers, each of
As of the Effective Time, each of the Company's executive officers as of immediately prior to the Effective Time ceased to be officers of the Company and, following the consummation of the Mergers, the officers of Merger Sub II became the officers of the Company.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Pursuant to the Merger Agreement, effective following the consummation of the
Mergers, the effectiveness of the certificate of incorporation and the bylaws of
the Company ceased and the certificate of formation and limited liability
company agreement of Merger Sub II in effect as of immediately prior to the
Effective Time became the certificate of formation and limited liability company
agreement of the Company, subject to certain changes as set forth in the Merger
Agreement and except that the name of Merger Sub II was changed in the Mergers
to
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 2.1 Agreement and Plan of Merger, dated as ofMay 17, 2021 , by and among Performance Food Group PFG,Longhorn Merger Sub I, Inc. ,Longhorn Merger Sub II, LLC andCore-Mark Holding Company, Inc. (incorporated by reference to Exhibit 2.1 toCore-Mark Holding Company, Inc.'s Current Report on Form 8-K datedMay 18, 2021 ).* 3.1 Certificate of Formation ofCore-Mark Holding Company, LLC 3.2 Amended and Restated Limited Liability Company Agreement ofCore-Mark Holding Company, LLC 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Schedules (as similar attachments) have been omitted from this filing pursuant
to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be
furnished to the
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