Item 8.01. Other Events.
As previously reported, on May 17, 2021, Core-Mark Holding Company, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Performance Food Group Company, a Delaware corporation (“PFG”), Longhorn Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of PFG (“Merger Sub I”), and Longhorn Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of PFG (“Merger Sub II”). Among other things, the Merger Agreement provides, subject to the satisfaction or waiver of the conditions to closing set forth therein, for (i) the merger of Merger Sub I with and into the Company (the “First Merger”), with the Company continuing as the surviving corporation of the First Merger and a wholly owned subsidiary of PFG and (ii) promptly after the First Merger, the merger of the Company 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 company of the Second Merger and a wholly owned subsidiary of PFG.
In connection with the proposed Mergers, PFG has filed a registration statement on Form S-4 (No. 333-257454). The registration statement was declared effective by the Securities and Exchange Commission (the “SEC”) on July 14, 2021, and the Company filed a definitive proxy statement on July 14, 2021 relating to the special meeting of its stockholders to be held on August 25, 2021 to vote on matters related to the Mergers, which includes a prospectus with respect to the shares of PFG Common Stock to be issued in connection with the First Merger (the “Proxy Statement/Prospectus”). The Company commenced mailing the Proxy Statement/Prospectus on or about July 14, 2021.
Litigation Related to the Mergers
As disclosed beginning on page 97 of the Proxy Statement/Prospectus, between June 28, 2021 and July 6, 2021, two complaints were filed in the District Court of the Southern District of New York by purported stockholders of Core-Mark: (i) Shiva Stein v. Core-Mark Holding Company, Inc., et al., Case No. 1:21-cv-05606 (the “Stein Complaint”) and (ii) Matthew Whitfield v. Core-Mark Holding Company, Inc., et al., Case No. 1:21-cv-05803 (the “Whitfield Complaint”). On August 6, 2021, an additional complaint was filed in the District Court of the Southern District of New York by a purported stockholder of Core-Mark: Jose Ram v. Core-Mark Holding Company, Inc. et al., Case no. 1:21-cv-06658 (the “Ram Complaint”). On August 10, 2021, an additional complaint was filed in the District Court of the District of Delaware by a purported stockholder of Core-Mark: Richard Lawrence v. Core-Mark Holding Company, Inc. et al., Case no: 1:21-cv-01158 (the “Lawrence Complaint”). On August 11, 2021, two additional complaints were filed: one in the District Court of the Central District of California by a purported stockholder of Core-Mark: Matthew Walker v. Core-Mark Holding Company, Inc. et al., Case no. 2:21-cv-06469 (the “Walker Complaint”); and one in the District Court of the Eastern District of Pennsylvania by a purported stockholder of Core-Mark: Jeffrey Justice II v. Core-Mark Holding Company, Inc., et. al., Case No. 2:21-cv-03584 (the “Justice Complaint,”). On August 12, 2021, an additional complaint was filed in the District Court of the Central District of California by a purported stockholder of Core-Mark: Brian Jones v. Core-Mark Holding Company, Inc. et al., Case no: 2:21-cv-06522 (the “Jones Complaint,” together with the Stein Complaint, the Whitfield Complaint, the Ram Complaint, the Lawrence Complaint, the Walker Complaint and the Justice Complaint, the “Federal Court Actions”). Each of the Federal Court Actions names Core-Mark and the members of the Company’s Board of Directors (the “Core-Mark Board”) as defendants and the Whitfield Complaint also names PFG, Merger Sub I and Merger Sub II as defendants. The Federal Court Actions assert claims under Sections 14(a) and 20(a) of the Exchange Act and related provisions and, among other things, allege that defendants omitted material information from the preliminary proxy statement/prospectus that was filed on June 25, 2021 and the definitive proxy statement that Core-Mark filed on July 14, 2021. The Federal Court Actions seek, among other things, to enjoin or rescind the proposed transaction contemplated by the Merger Agreement and requests an award of attorneys’ and experts’ fees and damages in unspecified amounts.
The Company and PFG believe that the claims asserted in the complaints are without merit and no supplemental disclosure is required under applicable laws. However, in order to avoid the risk of the complaints delaying or adversely affecting the Mergers and to minimize the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, the Company and PFG have determined to voluntarily supplement the Proxy Statement/Prospectus as described under this heading “Litigation Related to the Mergers” in this Current Report on Form 8-K for the purpose of mooting the allegations in the complaints related to the Federal Court Actions. Nothing