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EX-5.1 - EX-5.1 - Performance Food Group Cod269098dex51.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 21, 2016

 

 

Performance Food Group Company

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-37578   43-1983182

(State or other jurisdiction

of Incorporation)

  (Commission
File Number)
 

(IRS Employer

Identification Number)

12500 West Creek Parkway

Richmond, Virginia

  23238
(Address of registrant’s principal executive office)   (Zip code)

(804) 484-7700

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01. Other Events.

The previously announced underwritten secondary offering (the “Offering”) by certain selling stockholders (the “Selling Stockholders”) of 10,000,000 shares of common stock, par value $0.01 per share, of Performance Food Group Company (the “Company”) at a public offering price of $22.85 per share closed on November 21, 2016. The Offering was a registered offering pursuant to the Company’s registration statement on Form S-3, filed on November 16, 2016 (File No. 333-214642). The Selling Stockholders received all of the net proceeds from the Offering. No shares were sold by the Company.

In connection with the Offering, the legal opinion of Simpson Thacher & Bartlett LLP is filed herewith as Exhibit 5.1.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

  

Description

5.1    Opinion of Simpson Thacher & Bartlett LLP


Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    PERFORMANCE FOOD GROUP COMPANY
Date: November 21, 2016     By:  

/s/ A. Brent King        

        Name: A. Brent King
       

Title:   Senior Vice President, General

            Counsel and Secretary


Exhibit Index

 

Exhibit

  

Description

5.1    Opinion of Simpson Thacher & Bartlett LLP