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): October 7, 2005
PERFORMANCE FOOD GROUP COMPANY
(Exact Name of Registrant as Specified in Charter)
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| Tennessee
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0-22192
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54-0402940 |
| (State or Other Jurisdiction of
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(Commission
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(I.R.S. Employer |
| Incorporation)
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File Number)
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Identification No.) |
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| 12500 West Creek Parkway |
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| Richmond, Virginia
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23238 |
| (Address of Principal Executive Offices)
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(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 (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry Into a Material Definitive Agreement.
On October 7, 2005, Performance Food Group Company, a Tennessee corporation (the “Company”),
entered into a Second Amended and Restated Credit Agreement by and among the Company, as borrower,
the lenders party thereto, Wachovia Bank, National Association, as administrative agent for the
lenders thereunder (the “Administrative Agent”) and Bank of America, N.A., JPMorgan Chase Bank,
N.A. and SunTrust Bank, as Syndication Agents and Cooperatieve Centrale Raiffeisen-Boerenleenbank
B.A., “Rabobank International”, New York Branch, as documentation agent (the “Credit Agreement”).
The Credit Agreement provides the Company with up to $400 million in borrowing capacity, with
a $100 million sublimit for letters of credit, under a senior revolving credit facility that
expires on October 7, 2010. The Company has the right, without the consent of the lenders, to
increase the total amount of the facility to $600 million. Borrowings under the Credit Agreement
bear interest, at the Company’s option, at the Base Rate (defined as the greater of the
Administrative Agent’s prime rate or the overnight federal funds rate plus 0.50%) or LIBOR plus a
spread of 0.50% to 1.25%. The Credit Agreement also provides for a fee ranging between 0.125% and
0.225% of unused commitments. The Credit Agreement contains two financial covenants which require
the Company to maintain, as defined, a maximum ratio of total debt to EBITDA and a minimum ratio
of EBITDA to interest expense.
| Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement. |
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The information set forth in Item 1.01 above is incorporated by reference herein as if
fully set forth herein. |
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
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10.1 |
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Seconded Amended and Restated Credit Agreement, dated as of October
7, 2005, by and among Performance Food Group Company, the Lenders a
party thereto and Wachovia Bank, National Association, as
Administrative Agent for the Lenders. |
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10.2 |
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Form of Revolving Credit Note. |
2