| Item 1.01. |
Entry into a Material Definitive Agreement |
On April 16, 2026, Sysco Corporation (“Sysco”), a Delaware corporation, and its wholly-owned subsidiaries, Sysco Canada, Inc., a British Columbia corporation (“Sysco Canada”), and Sysco Global Holdings B.V., a Netherlands limited liability company (together with Sysco Canada, the “Subsidiary Borrowers”), entered into a Credit Agreement with Bank of America, N.A., as the administrative agent, and the lenders and guarantors party thereto (the “New Revolver Credit Agreement”), which replaces Sysco’s existing $3.0 billion senior revolving credit facility that was originally entered into on September 5, 2025 (as amended, the “Existing Credit Agreement”). The aggregate commitments of the lenders under the New Revolver Credit Agreement, as of the effective date, are $3.0 billion, and such commitments will increase to $4.0 billion from and after the consummation of the previously announced acquisition of JRD Unico, Inc., a Delaware corporation (“JRD”) and Warehouse Realty, LLC, a Delaware limited liability company (“Warehouse Realty”, together with JRD, known as “Jetro Restaurant Depot”). The date of consummation of the acquisition of Jetro Restaurant Depot through merger transactions as further described in Sysco’s Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2026 is referred to as the “Closing Date”. The New Revolver Credit Agreement has an option to increase such commitments to $5.0 billion. Any loans drawn under the New Revolver Credit Agreement will mature on April 16, 2031.
On April 16, 2026, Sysco also entered into a Term Loan Credit Agreement with Bank of America, N.A., as the administrative agent, and the lenders and guarantors party thereto (the “New Term Credit Agreement” and, together with the New Revolver Credit Agreement, the “New Credit Agreements”). The aggregate commitments of the lenders under the New Term Credit Agreement, as of the effective date, are $3.0 billion, which consists of a $1.25 billion tranche of commitments (the “Tranche A Commitments”) and a $1.75 billion tranche of commitments (the “Tranche B Commitments”). Any loans drawn under the Tranche A Commitments will mature 364 days from the Closing Date and any loans drawn under the Tranche B Commitments will mature two years from the Closing Date.
Proceeds of borrowings under the New Revolver Credit Agreement will be used for general corporate purposes. Proceeds of borrowings under the New Term Credit Agreement will be used (i) to fund, in part, the merger transactions described above, (ii) to refinance, on the Closing Date, the indebtedness of JRD, its subsidiaries and affiliates, and (iii) to pay related transaction fees and expenses.
The New Credit Agreements contain customary terms and conditions for credit facilities of their respective type, including, without limitation, affirmative and negative covenants containing limitations on consolidations, mergers, and sales of assets, limitations on the incurrence of certain liens, and certain reporting covenants, including, without limitation, a requirement to maintain a certain ratio of consolidated EBITDA to consolidated interest expense.
The New Credit Agreements also contain customary events of default, including, without limitation, nonpayment of obligations, incorrect representations and warranties, violation of covenants, cross-acceleration to other material indebtedness and certain bankruptcy or insolvency events. Certain of the events of default are subject to exceptions, materiality qualifiers, and/or grace periods customary for credit facilities of the respective type. Borrowings by Sysco and the Subsidiary Borrowers under the New Revolver Credit Agreement are, in general, guaranteed by those wholly-owned subsidiaries of Sysco that are guarantors of Sysco’s senior notes and debentures and of the New Term Credit Agreement. Borrowings by the Subsidiary Borrowers under the New Revolver Credit Agreement are guaranteed by Sysco. Borrowings by Sysco under the New Term Credit Agreement are, in general, guaranteed by those wholly-owned subsidiaries of Sysco that are guarantors of Sysco’s senior notes and debentures and of the New Revolver Credit Agreement.
As was the case with the Existing Credit Agreement, the New Revolver Credit Agreement will serve as a backstop for Sysco’s commercial paper program.
The foregoing descriptions of the New Revolver Credit Agreement and the New Term Credit Agreement are included to provide information regarding their respective terms. Such descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the New Revolver Credit Agreement and the New Term Credit Agreement, which are filed as Exhibits 10.1 and 10.2 hereto, respectively, and are incorporated herein by reference.
Neither Sysco nor any of its affiliates has any material relationship with any of the other parties to the New Credit Agreements, except for (i) Sysco’s previous credit facilities, with respect to which certain of the other parties to the New Credit Agreements (and their respective affiliates) were lenders and (ii) commercial banking, investment banking, underwriting, trust and other financial advisory services provided (or to be provided) to Sysco and its subsidiaries by certain of the lenders under the New Credit Agreements (and their respective affiliates), for which they have received (or will receive) customary fees and expenses.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
