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SYSCO CORP (SYY), together with Sysco Holdings Corporation, is launching a multi‑tranche offering of senior unsecured notes maturing between 2029 and 2066 under its automatic shelf registration, with each series initially guaranteed by key wholly owned domestic subsidiaries.
The notes are intended to help finance Sysco Corporation’s planned acquisition of Jetro Restaurant Depot (JRD) via a cash‑and‑stock transaction in which JRD holders will receive $21.6 billion in cash (subject to adjustments) and 91.5 million Sysco Holdings shares, leaving legacy Sysco stockholders owning about 84% of Sysco Holdings and former JRD holders about 16%. If the JRD deal is not completed by agreed deadlines, is terminated, or is abandoned, all series except the 2036 notes are subject to a Special Mandatory Redemption at 101% of principal plus accrued interest.
On a pro forma basis after the transaction, total debt would be about $34.4 billion with Net Debt of $32.3 billion, and Net Debt to EBITDA adjusted for Certain Items of 4.89x, reflecting a materially more leveraged capital structure.
Sysco Corporation (SYY) and its subsidiary Sysco Holdings are issuing Canadian dollar‑denominated senior notes maturing in 2030 and 2034 to help finance the planned acquisition of JRD Unico, Inc. and Warehouse Realty (Jetro Restaurant Depot). The notes are senior unsecured obligations of the co‑issuers and will be fully and unconditionally guaranteed by Sysco Corporation’s existing U.S. senior‑note guarantor subsidiaries.
Net proceeds, together with other new loans, an equity offering and cash on hand, are intended to fund the cash portion of the JRD Acquisition Transactions, in which Jetro Restaurant Depot equity holders will receive $21.6 billion in cash (subject to adjustments) and 91.5 million Sysco Holdings shares. After closing, former Sysco stockholders are expected to own about 84% and former Jetro holders about 16% of Sysco Holdings. If the acquisition is not completed by the agreed outside date, is terminated, or is abandoned, the notes must be redeemed at 101% of principal plus accrued interest under a special mandatory redemption.
The notes feature optional redemption, a tax‑redemption right and a Change of Control Repurchase Event put at 101% of principal. On a pro forma basis as of June 27, 2026, Sysco and its subsidiaries would have had about $34.4 billion of total debt, Net Debt of $32.3 billion and EBITDA adjusted for Certain Items of $6.6 billion, implying pro forma Net Debt to adjusted EBITDA of 4.89x. Non‑guarantor subsidiaries would account for about 79.2% of total assets and 49.4% of sales, so the notes are structurally subordinated to their liabilities.
Sysco Corporation (SYY) and its subsidiary Sysco Holdings are co‑issuing three series of long‑dated junior subordinated notes due 2056, with fully and unconditionally guaranteed, junior subordinated guarantees from Sysco’s domestic note guarantor subsidiaries. The notes carry fixed‑to‑reset interest rates tied to the Five‑year U.S. Treasury Rate, include step‑up margins over time, and allow the issuers to defer interest for up to 10 consecutive years per deferral period, subject to restrictions on dividends and pari/junior debt payments.
The offering is part of a larger financing package for Sysco’s planned acquisition of Jetro Restaurant Depot (JRD), where Jetro holders are to receive $21.6 billion in cash plus 91.5 million Sysco Holdings shares, leaving legacy Sysco stockholders with about 84% and former Jetro holders about 16% of Sysco Holdings. If the JRD transactions are not completed or are abandoned, the notes must be redeemed at 101% of principal plus accrued interest under a special mandatory redemption. Sysco also discloses significant pro forma leverage post‑acquisition and provides non‑GAAP metrics such as EBITDA and Net Debt to illustrate the combined company’s scale.
Sysco Corporation (SYY) and its subsidiary Sysco Holdings plan to issue euro‑denominated junior subordinated notes due 2056 under their automatic shelf. The notes are deeply subordinated, unsecured obligations with guarantees from key U.S. subsidiaries, sitting below about $24.2 billion of pro forma senior debt within total pro forma debt of $34.4 billion.
Interest is fixed initially, then resets every five years off the five‑year swap rate with margin step‑ups and can be deferred for up to 10 consecutive years, during which unpaid interest compounds and strict restrictions apply to dividends, share repurchases and pari‑passu or junior debt payments. Proceeds, alongside a $22.0 billion bridge facility, term loans, revolver capacity and a $967.4 million equity offering, are intended to fund Sysco’s cash‑and‑stock acquisition of Jetro Restaurant Depot for $21.6 billion in cash plus 91.5 million Sysco Holdings shares.
If the JRD deal fails or is abandoned, the notes must be redeemed at 101% plus accrued interest via a Special Mandatory Redemption. The notes also carry various tax‑ and rating‑driven call options and are expected to be listed on the NYSE, though no trading market exists yet.
Sysco Corporation (SYY) completed a public offering of 12,345,679 shares of its common stock at a public offering price of $81.00 per share, generating approximately $967.4 million in net proceeds after underwriting discounts, commissions and estimated expenses. The company entered into an Underwriting Agreement with Goldman Sachs & Co. LLC, TD Securities (USA) LLC, BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC as representatives of the underwriters and granted them a 30-day option to purchase up to an additional 1,851,851 shares to cover overallotments. Sysco expects to use the net proceeds to pay a portion of the cash consideration for its pending acquisition of JRD Unico, Inc. and Warehouse Realty, LLC, as well as related fees, costs and expenses.
Sysco Corporation (SYY) is conducting a primary offering of 12,345,679 shares of common stock at $81.00 per share, for a total public offering price of $999,999,999, under an automatic shelf registration. Underwriters have a 30‑day option to buy up to 1,851,851 additional shares.
Net proceeds are estimated at about $967.4 million and, together with new credit facilities, a bridge loan and other securities offerings, are intended primarily to help fund the proposed acquisition of Jetro Restaurant Depot for $21.6 billion in cash plus 91.5 million Sysco Holdings shares, and related fees. If that transaction does not close, proceeds will be used for general corporate purposes.
On a pro forma basis for fiscal 2026 including Jetro Restaurant Depot, Sysco reports $100.6 billion in sales, $1.65 billion in net earnings, $6.61 billion EBITDA adjusted for Certain Items and Net Debt of $32.3 billion, implying Net Debt to adjusted EBITDA of 4.89x.
SYSCO CORP (SYY) reported that senior vice president Stephen Dale Higgs had 176 shares of common stock withheld on September 11, 2026 to pay tax withholding obligations arising from the vesting of restricted stock units. After this tax-withholding disposition, he holds 23,709.18 shares of Sysco common stock directly, and no Rule 10b5-1 trading plan is reported.
SYSCO CORP (SYY) reported that executive vice president Gregory Scott Keller had 62 shares of common stock withheld on September 11, 2026 to satisfy tax withholding obligations upon the vesting of restricted stock units. This was not an open-market sale. Keller holds 38,672.809 shares directly after this transaction.
SYSCO CORP (SYY) reported that officer Brenna C. Garrett, SVP and Chief Commercial Officer, had 47 shares of common stock withheld on September 11, 2026 to satisfy tax withholding obligations upon the vesting of restricted stock units. The shares were valued at $82.31 per share, leaving Garrett with 18,415.135 shares held directly.
SYSCO CORP (SYY) executive Ronald L. Phillips, EVP and CHRO, reported option-related transactions and sales of common stock. On September 11, 2026 he exercised options for 960 shares at an exercise price of $69.95 per share, then sold 960 shares at $83.00 per share and had 149 shares withheld to satisfy tax obligations upon vesting of restricted stock units. On September 14, 2026 he also sold 57 shares at $84.32 per share. The filing states these exercises and sales were effected pursuant to Rule 10b5-1 trading plans, and one option covering one share remains exercisable until September 10, 2033.