CORE-MARK HOLDING COMPANY, LLC : Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

Published: 2021-09-02 06:02:11 ET CORE

Item 2.01. Completion of Acquisition or Disposition of Assets.

On September 1, 2021 (the "Closing Date"), Performance Food Group Company, a Delaware corporation ("PFG"), completed the previously announced acquisition of Core-Mark Holding Company, Inc., a Delaware corporation (the "Company"), pursuant to the Agreement and Plan of Merger, dated as of May 17, 2021 (the "Merger Agreement"), by and among PFG, Longhorn Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of PFG ("Merger Sub I"), Longhorn Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of PFG ("Merger Sub II"), and the Company. Pursuant to the Merger Agreement, on the Closing Date, Merger Sub I merged with and into the Company (the "First Merger"), with the Company continuing as the surviving corporation of the First Merger and a direct, wholly owned subsidiary of PFG (the "Surviving Corporation"). After the effective time of the First Merger (the "Effective Time"), the Surviving Corporation merged with and into Merger Sub II (the "Second Merger" and, together with the First Merger, the "Mergers"), with Merger Sub II continuing as the surviving entity of the Second Merger and a direct, wholly owned subsidiary of PFG. As a result of the Mergers, the Company became a wholly owned subsidiary of PFG on the Closing Date.

Pursuant to the Merger Agreement and by virtue of the First Merger, at the Effective Time, each share of common stock, par value $0.01 per share, of the Company ("Company Common Stock") issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock owned, directly or indirectly, by PFG, the Company (including as treasury stock or otherwise), Merger Sub I, Merger Sub II, and any shares of Company Common Stock as to which appraisal rights have been properly exercised) was automatically canceled and converted into the right to receive (i) 0.44 (such ratio, the "Exchange Ratio") validly issued, fully paid and nonassessable shares of the common stock, par value $0.01 per share, of PFG ("PFG Common Stock") and (ii) $23.875 in cash, without interest (the "Per-Share Cash Amount" and, collectively, the "Merger Consideration").

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 September 1, 2021, the Company notified the NASDAQ Global Select Market ("Nasdaq") of the consummation of the Mergers and that each outstanding share of Company Common Stock had been converted into the right to receive PFG Common Stock. The Company requested that Nasdaq (i) suspend trading of the Company Common Stock on Nasdaq prior to the open of trading on Sep, 2021, (ii) withdraw the Company Common Stock from listing on Nasdaq and (iii) file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on Form 25 to report that the Company Common Stock is no longer listed on Nasdaq and to apply for the deregistration of the Company Common Stock under Section 12(b) of the Exchange Act. As a result, the shares of Company Common Stock, which previously traded under the symbol "CORE" will no longer be listed on Nasdaq.

In addition, the Company intends to file a certification on Form 15 with the SEC to suspend the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act.

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 September 1, 2021, at the Effective Time a change in control of the Company occurred and the Company became a wholly owned subsidiary of PFG.

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 Robert G. Gross, Stuart W. Booth, Harvey L. Tepner, Laura J. Flanagan, Scott E. McPherson, Rocky Dewbre, Diane Randolph and Rosemary Turner resigned and ceased to be directors of the Company as of the Effective Time and, following the consummation of the Mergers, PFG became the managing member of the Company.

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 Core-Mark Holding Company, LLC. Copies of the certificate of formation and limited liability company agreement of the Company are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.

* 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 Securities and Exchange Commission upon request.

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