Performance Food Group and US Foods Holding Corp. will continue operating as independent food service distributors. The companies have ended their previously announced “information sharing process” regarding a “potential business combination,” they announced.
Both companies expressed confidence in their near- and long-term financial outlooks, which supported the decision to remain independent.
The PFG board of directors found that “the clearest and best path to long-term stockholder values is executing our standalone strategic plan, leveraging our diverse business segments to drive consistent revenue and profit growth,” said George Holm, chairman and CEO of PFG, in a statement. He noted that the board worked with independent financial and legal advisors to review “regulatory considerations and synergies” related to the possible merger.
Holm pointed to Performance Food Group’s recent fiscal first-quarter results and current momentum as support for remaining independent. The company reaffirmed its previously issued guidance for the second quarter and full fiscal year 2026. For the second quarter of fiscal 2026, Performance Food Group continues to expect net sales between $16.4 billion and $16.7 billion and adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) between $450 million and $470 million.
For the full fiscal year 2026, the company continues to project net sales of $67.5 billion to $68.5 billion and adjusted EBITDA of $1.9 billion to $2.0 billion. PFG noted that its adjusted EBITDA outlook excludes certain items it does not consider part of its underlying operations.
US Foods also cited its own detailed review of potential synergies and regulatory issues as the basis for ending the process. CEO Dave Flitman said the company’s board of directors and executive leadership team concluded that terminating the discussions was in US Foods’ and its shareholders’ best interests.
US Foods reiterated that it expects to achieve its previously announced fiscal 2025 outlook and 2025 to 2027 long-range plan. That plan includes a 5% compound annual growth rate for net sales, a 10% compound annual growth rate for adjusted EBITDA, at least 20 basis points of annual adjusted EBITDA margin expansion, and a 20% compound annual growth rate for adjusted diluted earnings per share.
In conjunction with the announcement, US Foods said it intends to enter into a $250 million accelerated share repurchase agreement as part of its previously approved share repurchase plan. The company’s board also approved a new $1 billion share repurchase authorization.
Both Performance Food Group and US Foods emphasized confidence in their ability to deliver above-market growth and long-term value creation without combining their businesses.
