v3.23.2
Business Combinations (Tables)
 12 Months Ended
Jul. 01, 2023
Summary of Unaudited Pro-Forma Consolidated Financial Information

The following table summarizes the unaudited pro-forma consolidated financial information of the Company as if the acquisition had occurred on June 28, 2020.

 

 

 

Fiscal year ended

 

(in millions)

 

July 2, 2022

 

 

July 3, 2021

 

Net sales

 

$

53,972.4

 

 

$

47,581.7

 

Net income (loss)

 

 

150.8

 

 

 

(14.6

)
Core-Mark [Member]  
Summary of Purchase Price for Acquisition The following table summarizes the purchase price for the acquisition:

(In millions, except shares, cash per share, exchange ratio, and closing price)

 

 

 

Core-Mark shares outstanding at August 31, 2021

 

 

45,201,975

 

Cash consideration (per Core-Mark share)

 

$

23.875

 

      Cash portion of purchase price

 

$

1,079.2

 

Core-Mark shares outstanding at August 31, 2021

 

 

45,201,975

 

Exchange ratio (per Core-Mark share)

 

 

0.44

 

Total PFGC common shares issued

 

 

19,888,869

 

Closing price of PFGC common stock on August 31, 2021

 

$

50.22

 

   Equity issued

 

$

998.8

 

Equity compensation (1)

 

$

9.2

 

   Total equity portion of purchase price

 

$

1,008.0

 

Debt assumed, net of cash

 

$

306.9

 

       Total purchase price

 

$

2,394.1

 
(1)
Represents the portion of replacement share-based payment awards that relates to pre-combination vesting.
Summary of Purchase Price Allocation of Major Class of Assets Acquired and Liabilities Assumed The following table summarizes the purchase price allocation for each major class of assets acquired and liabilities assumed for the Core-Mark acquisition:

 

(In millions)

 

Fiscal 2022

 

Net working capital

 

$

979.5

 

Goodwill

 

 

863.2

 

Intangible assets with definite lives:

 

 

 

Customer relationships

 

 

360.0

 

Trade names

 

 

140.0

 

Technology

 

 

7.0

 

Property, plant and equipment

 

 

391.4

 

Operating lease right-of-use assets

 

 

235.3

 

Other assets

 

 

26.1

 

Deferred tax liabilities

 

 

(234.6

)

Finance lease obligations

 

 

(105.6

)

Operating lease obligations

 

 

(221.7

)

Other liabilities

 

 

(46.5

)

Total purchase price

 

$

2,394.1