CHICAGO, September 16, 2025 — Performance Food Group (PFG) and US Foods have formed a committee of third-party advisors to evaluate the feasibility and benefits of merging the two distribution giants.
Among the issues to be assessed is whether a combination of the arch-competitors would be blocked by federal regulators, who scotched an acquisition of US Foods, foodservice distribution’s second largest player, by Sysco, the largest, in 2015. The Federal Trade Commission ruled at the time that the resulting firm would control too big a piece of the U.S. distribution market.
The formation of a third-party group, known within the mergers and acquisitions community as a “clean team,” enables confidential information to be shared in evaluating a deal without risk of competitive data being used by a competitor if no merger results.
The clean team will consist of independent lawyers, consultants, and economists, according to PFG and US Foods, which announced simultaneously on Tuesday morning that they had agreed to the formation of the panel.
PFG, the food-away-from-home industry’s third-largest distributor, said it agreed to air confidential information to a clean team after the public company's board had met with several large shareholders. Those stakeholders likely included Sachem Head, an investment firm that has put forth its own nominees for four of the 12 seats on PFG’s board of directors. Sachem is pressing the company to consider a merger with US Foods, which PFG had already rebuffed.
As a result of the conversations with shareholders, PFG met with representatives of US Foods to see if there was a way for confidential information to be shared as part of a merger evaluation. The decision to proceed with a clean team was the result, PFG said.
US Foods had approached PFG to discuss a merger or other combination of their businesses months ago, but got no response.
“US Foods is pleased with PFG’s decision to engage in an effort to explore the regulatory considerations and synergies of a potential combination,” the former said in a statement.
No timeline of the evaluation process was disclosed. Both PFG and US Foods stressed in announcing the information-sharing setup that they would not comment further on the matter until a deal is negotiated or dropped as a possibility.
A merger of PFG and US Foods would create a broadline distributor with larger foodservice sales than Sysco, the current leader. Because the three collectively control such a big part of the distribution marketplace, the possibility has drawn strong attention from the food-away-from-home industry.
As Managing Editor for IFMA The Food Away from Home Association, Romeo is responsible for generating the group's news and feature content. He brings more than 40 years of experience in covering restaurants to the position.
Cover image courtesy: Closed Loop Project