During fiscal year 2024, the Company paid cash of $307.7 million for two acquisitions. These acquisitions are reported in the Vistar and Corporate and All Other segments. During fiscal year 2023, the Company paid cash of $63.8 million for one acquisition. These acquisitions did not materially affect the Company's results of operations. During fiscal year 2022, the Company made two acquisitions in cash and stock transactions totaling $2.7 billion. Subsequent to June 29, 2024, the Company paid $579.0 million for an acquisition. The Company is in the process of determining the fair values of the assets acquired and liabilities assumed.

On August 13, 2024, we entered into a definitive Stock Purchase Agreement to acquire Cheney Bros., Inc. ("Cheney Brothers") in a transaction valued at $2.1 billion. The closing of the contemplated transaction is subject to customary conditions, including the receipt of required regulatory approvals. The $2.1 billion purchase price is expected to be financed with borrowing under the ABL Facility (as defined in Note 8. Debt) and the net proceeds from the issuance of new senior unsecured notes. Cheney Brothers will be reported in the Foodservice segment.

Below is information related to the purchase price allocation for the two acquisitions in fiscal 2024 and the Company’s material acquisition of Core-Mark in fiscal 2022.

Assets acquired and liabilities assumed are recognized at their respective fair values as of the acquisition date. The following table summarizes the purchase price allocation for each major class of assets acquired and liabilities assumed for the two acquisitions for fiscal 2024:


(In millions)		Fiscal 2024
Net working capital		$22.5
Goodwill		116.4
Intangible assets with definite lives:
Customer relationships		120.2
Trade names		21.4
Technology		0.5
Non-Compete		7.8
Property, plant and equipment		73.0
Operating lease right-of-use assets		9.0
Other assets		1.0
Deferred tax liabilities		(44.8)
Operating lease obligations		(9.0)
Finance lease obligations		(10.3)
Total purchase price		$307.7

Intangible assets consist primarily of customer relationships, trade names, non-compete agreements, and technology with useful lives of two to seven years, and a total weighted-average useful life of 4.6 years. The excess of the estimated fair value of the assets acquired and the liabilities assumed over consideration paid was recorded as $116.4 million of goodwill.

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. 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 fiscal year ended July 2, 2022, since the acquisition date of September 1, 2021 are $14.5 billion and $17.6 million, respectively. The net loss related to Core-Mark since the acquisition date was driven by purchase accounting and LIFO inventory reserve adjustments.

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



(in millions)	July 2, 2022		July 3, 2021
Net sales	$	53,972.4	$	47,581.7
Net income (loss)		150.8		(14.6	)

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 fiscal year ended July 3, 2021 includes $54.7 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.