01—Abstract
Summary
Summary of the 8-K filed February 19, 2025. Cited figures are marked; the original filing is the authoritative source.
Sysco Corporation filed this Current Report on Form 8-K to disclose that, on February 13, 2025, it and certain subsidiary guarantors entered into an Underwriting Agreement with BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P.
Morgan Securities LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters, for the offering of $700,000,000a aggregate principal amount of 5.100% Senior Notes due 2030 and $550,000,000 aggregate principal amount of 5.400% Senior Notes due 2035. The offering is expected to close on February 25, 2025, subject to customary closing conditions. The notes are being offered under a Registration Statement on Form S-3 (Registration No. 333-281830) and a Prospectus Supplement dated February 13, 2025.
The filing states that Sysco's commercial paper dealers and credit facility lenders include affiliates of certain underwriters, and that some of those affiliates may receive a portion of the net proceeds. U.S. Bank Trust Company, National Association, an affiliate of one of the underwriters, is trustee for the Notes.
The underwriting agreement is filed as Exhibit 1.1, with certain schedules and exhibits omitted under Item 601(a)(5) of Regulation S-K, and an Inline XBRL cover page is included as Exhibit 104. The filing does not state the use of proceeds beyond the reference to commercial paper dealers.
02—Key points
Key Highlights
- Sysco entered into an Underwriting Agreement dated February 13, 2025 for two senior note tranches.
- $700,000,000 of 5.100% Senior Notes due 2030 are being offered.
- $550,000,000 of 5.400% Senior Notes due 2035 are being offered.
- The offering is expected to close on February 25, 2025, subject to customary closing conditions.
- The notes are being sold under an effective Form S-3 shelf registration (Registration No. 333-281830) and a Prospectus Supplement dated February 13, 2025.
- Certain underwriter affiliates are lenders under Sysco's credit facility and dealers under its commercial paper programs, and may receive a portion of the net proceeds.
- U.S. Bank Trust Company, National Association, an affiliate of one of the underwriters, is trustee for the Notes.
03—Questions
Frequently Asked Questions
What debt did Sysco agree to issue?
Sysco and certain subsidiary guarantors agreed to offer $700,000,000 of 5.100% Senior Notes due 2030 and $550,000,000 of 5.400% Senior Notes due 2035, for total aggregate principal of $1.25 billion.
When is the offering expected to close?
The offering is expected to close on February 25, 2025, subject to customary closing conditions in the Underwriting Agreement.
Who are the underwriters?
The underwriters' representatives are BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, acting for the several underwriters listed in Schedule II of the agreement.
Do any underwriters have other relationships with Sysco?
Yes. The filing states that affiliates of certain underwriters are lenders under Sysco's credit facility and dealers under its commercial paper programs, and they may receive a portion of the net proceeds and hold commercial paper notes. The underwriters have provided and may provide other services for which they received customary fees.
Where can the full terms of the underwriting agreement be found?
The full Underwriting Agreement is filed as Exhibit 1.1 to this 8-K. Certain schedules and exhibits were omitted under Item 601(a)(5) of Regulation S-K and will be furnished to the SEC upon request.
04—Continue