Virginia’s Performance Food Group exploring merger with US Foods

Goochland County-based Fortune Global 500 company Performance Food Group announced Tuesday that it has entered into an agreement with US Foods to begin sharing information — a move indicating the two food distribution companies are considering a merger.

Should PFG merge with US Foods, it would create the largest United States food service distributor, with roughly $100 billion in combined revenue.

PFG said it entered “a clean team agreement” with US Foods, which allows the companies to share confidential information with each other to determine what types of synergies might come from the combined companies and if the merger would face challenges from regulators.

The company stated that the agreement follows discussions between PFG’s management team and board members with several of PFG’s large stockholders, who shared their perspectives. It also follows PFG engaging with US Foods on how the two companies could explore a potential business combination while safeguarding confidential information.

The clean team process will involve a group of independent lawyers, economists and consultants performing analysis using more detailed confidential information.

“There can be no assurance that this information sharing will result in any transaction proposal, or any assurance as to its outcome or timing,” PFG said in a news release. “PFG does not intend to make additional comments regarding this matter unless and until a definitive agreement is executed or PFG and US Foods terminate discussions.”

JP Morgan and BofA Securities are serving as financial advisers in the process, and Skadden, Arps, Slate, Meagher & Flom is serving as legal adviser to PFG.

New York-based investment firm Sachem Head Capital Management, which is managed by Scott Ferguson, has advocated for PFG and US Foods to merge. Reuters reported earlier this month that Sachem Head has recently begun building its stake in Performance Food and that it has nominated four directors to the board of PFG. One of the four nominated was Ferguson, according to PFG.

In a September announcement about Sachem Head nominees, PFG noted that it has recently seen growth.

“Against this backdrop, Sachem Head has focused its dialogue with us on the suggestion that PFG explore a potential business combination with US Foods and, absent a transaction, that PFG consider ways to further improve margins,” PFG stated.

PFG and US Foods did not immediately return requests for comment.

PFG is No. 80 on the 2025 Fortune 500 and No. 272 on the Fortune Global 500. In August, the company reported $63.3 billion in net sales for fiscal 2025, a 8.6% increase from the previous year. The company, which employs about 43,000 people, went public in 2015. PFG delivers food products to more than 300,000 locations in the United States and Canada, including restaurants, businesses, schools, theaters and retailers.

Headquartered in Illinois, US Foods Holding is ranked No. 122 on the Fortune 500 rankings for 2025 and No. 413 on the Fortune Global 500. It reported $37.8 billion in revenues in the last fiscal year and employs 30,000 people.