During the first six months of fiscal 2023, the Company paid cash of $65.8 million for one acquisition. This acquisition did not materially affect the Company's results of operations. During the first six months of fiscal 2022, the Company made two acquisitions in cash and stock transactions totaling $2.7 billion. Included below is the information related to our material acquisition of Core-Mark.

On September 1, 2021, the Company acquired Core-Mark in a transaction valued at $2.4 billion, net of cash received. Under the terms of the transaction, Core-Mark shareholders received $23.875 per share in cash and 0.44 shares of the Company’s stock for each Core-Mark share outstanding as of August 31, 2021. 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.

The $1.1 billion cash portion of the acquisition was financed using borrowings from the ABL Facility (as defined in Note 6. Debt). The Core-Mark acquisition strengthens the Company’s business diversification and expands its presence in the convenience store channel. The Core-Mark acquisition is reported in the Convenience segment.

Assets acquired and liabilities assumed are recognized at their respective fair values as of the acquisition date of September 1, 2021. 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

Intangible assets consist primarily of customer relationships, trade names, and technology with useful lives of 11 years, 5 years, and 5 years, respectively, and a total weighted-average useful life of 9.3 years. The excess of the estimated fair value of assets acquired and the liabilities assumed over consideration paid was recorded as $863.2 million of goodwill on the acquisition date. The goodwill reflects the value to the Company associated with the expansion of geographic reach and scale of our distribution footprint and enhancements to the Company’s customer base.

The net sales and net loss related to Core-Mark recorded in the Company’s Consolidated Statements of Operations for the three months ended January 1, 2022 were $4.2 billion and $4.9 million, respectively. The net sales and net loss related to Core-Mark recorded in the Company’s Consolidated Statements of Operations from the acquisition date to January 1, 2022 were $5.8 billion and $5.9 million, respectively. The following table summarizes the unaudited pro-forma consolidated financial information of the Company as if the acquisition had occurred on June 28, 2020.


	Three Months Ended				Six Months Ended
(in millions)	January 1, 2022		December 26, 2020		January 1, 2022		December 26, 2020
Net sales	$	12,838.8	$	11,097.3	$	26,303.4	$	22,646.7
Net income (loss)		10.1		18.6		47.3		(32.0	)

These pro-forma results include nonrecurring pro-forma adjustments related to acquisition costs incurred, including the amortization of the step up in fair value of inventory acquired. The pro-forma net income for the six months ended December 26, 2020 includes $57.4 million, after-tax, of acquisition costs assuming the acquisition had occurred on June 28, 2020. The recurring pro-forma adjustments include estimates of interest expense for the Company's 4.250% Senior Notes due 2029 ("Notes due 2029") and estimates of depreciation and amortization associated with fair value adjustments for property, plant and equipment and intangible assets acquired. These unaudited pro-forma results do not necessarily represent financial results that would have been achieved had the acquisition actually occurred on June 28, 2020 or future consolidated results of operations of the Company.