Performance Food Group Announces Pricing of $1.06 Billion Senior Notes Offering Due 2034
Performance Food Group Company (“PFG”) (NYSE: PFGC), a leading distributor in the foodservice, vending, and convenience store industries, announced today that its indirect wholly owned subsidiary, Performance Food Group, Inc. (the “Issuer”), has successfully priced its previously announced senior notes offering. The transaction consists of an aggregate principal amount of $1.06 billion of 5.625% Senior Notes due 2034 (the “Notes”).
The offering represents a key step in the company’s ongoing capital structure management strategy and reflects strong investor demand for PFG’s long-term credit profile. The Issuer expects the transaction to close on February 19, 2026, subject to customary closing conditions.
Purpose and Use of Proceeds
PFG intends to use the net proceeds from the senior notes offering, together with borrowings under its existing revolving credit facility, to redeem all outstanding 5.500% Senior Notes due 2027 issued by the Issuer. The proceeds will also be used to pay any applicable fees, premiums, and expenses associated with the redemption of the 2027 notes.
By refinancing near-term maturities with longer-dated debt, PFG aims to extend its maturity profile, enhance financial flexibility, and optimize its overall cost of capital. The transaction supports the company’s broader objective of maintaining a disciplined and balanced capital structure while continuing to invest in strategic growth initiatives across its operating segments.
Key Terms of the Senior Notes
The newly issued Senior Notes will bear interest at a fixed annual rate of 5.625% and will mature in 2034. Interest on the Notes will be payable semi-annually, subject to the terms and conditions set forth in the governing indenture.
The Notes are senior unsecured obligations of the Issuer and rank equally in right of payment with all existing and future senior unsecured indebtedness of the Issuer, subject to customary exceptions. The Notes will be effectively subordinated to the Issuer’s existing and future secured indebtedness to the extent of the value of the assets securing such obligations.
Guarantees and Credit Support
The Notes will be fully and unconditionally guaranteed on a senior unsecured basis by PFGC, Inc., the Issuer’s direct parent company (the “Parent”). In addition, the Notes will be guaranteed by each of the Parent’s existing and future material wholly owned domestic restricted subsidiaries, subject to certain customary exceptions and limitations.
These guarantees are intended to provide additional credit support to investors and align the Notes with the broader credit structure of the PFG enterprise. The guarantees will rank pari passu with other senior unsecured obligations of the guarantors, subject to applicable subordination provisions.
Strategic Rationale and Financial Impact
The successful pricing of the senior notes offering underscores investor confidence in Performance Food Group’s business model, cash flow generation, and long-term growth prospects. By refinancing existing debt due in 2027 with longer-term obligations, the company is reducing near-term refinancing risk and improving liquidity visibility.
PFG continues to benefit from a diversified customer base, a broad national distribution network, and a resilient operating platform serving restaurants, healthcare facilities, schools, convenience stores, and other foodservice customers across North America. Management believes the transaction positions the company to continue executing its growth strategy while maintaining prudent financial leverage.
Regulatory and Securities Law Considerations
The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under any applicable state securities laws. Accordingly, the Notes may not be offered or sold in the United States unless they are registered or offered pursuant to an applicable exemption from the registration requirements of the Securities Act and relevant state securities laws.
The Notes will be offered by the initial purchasers only to persons reasonably believed to be qualified institutional buyers (“QIBs”) in reliance on Rule 144A under the Securities Act. Outside the United States, the Notes will be offered to non-U.S. persons in transactions conducted in reliance on Regulation S under the Securities Act.
No Offer or Solicitation
This announcement is being issued in accordance with Rule 135(c) under the Securities Act. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities. Nor shall it constitute an offer, solicitation, or sale of any securities in any jurisdiction in which such activity would be unlawful prior to registration or qualification under applicable securities laws.
Investors should review all offering materials, including the offering memorandum, for a complete description of the terms, conditions, and risks associated with the Notes.
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