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Sysco Corporation 424B Filings

SYY NYSE

Every 424B that Sysco Corporation (SYY) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 424B covers the supplement that carries the terms of a priced offering, so if you follow SYY and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SYY filings page.

Rhea-AI Summary

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.

Rhea-AI Summary

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.

Rhea-AI Summary

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.

Rhea-AI Summary

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.

Rhea-AI Summary

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.

Rhea-AI Summary

Sysco Corporation (SYY) plans a primary offering of $1,000,000,000 of common stock under its shelf registration, with an additional $150,000,000 overallotment option for underwriters. The shares are listed on the NYSE under “SYY.”

Sysco expects, if the JRD Acquisition Transactions close, to use net proceeds from this equity raise, together with proceeds from related financing transactions and cash on hand, to pay the $21.6 billion cash portion of the acquisition consideration for Jetro Restaurant Depot and related fees and expenses. If the acquisition is not completed, proceeds will be used for general corporate purposes. After the mergers, Sysco Corporation, JRD, and Warehouse Realty will become wholly owned by Sysco Holdings, and existing Sysco stockholders are expected to own about 84% of Sysco Holdings, with former Jetro equity holders owning about 16%.

Rhea-AI Summary

Sysco Corporation is offering two new series of senior unsecured notes under its automatic shelf registration. The notes will be general senior obligations of Sysco, initially fully and unconditionally guaranteed by certain wholly owned domestic subsidiaries that also guarantee Sysco’s other senior notes.

The notes include optional redemption features and a change of control repurchase provision requiring Sysco to offer to buy affected notes at 101% of principal plus accrued interest if a defined change of control and ratings downgrade occur. The notes are not secured and will be structurally subordinated to obligations of non‑guarantor subsidiaries.

Sysco expects to use the net proceeds for general corporate purposes, including repayment of borrowings under its commercial paper programs, which had an outstanding balance of approximately $1.3 billion as of December 27, 2025. Pending use, proceeds may be invested in cash, cash equivalents and U.S. government securities.