How much debt did Sysco issue and what are the terms?

Sysco issued $700 million of 5.100% Senior Notes due September 23, 2030 and $550 million of 5.400% Senior Notes due March 23, 2035, both sold under an automatically effective Form S-3ASR registration statement.

What will Sysco do with the proceeds?

The Company states it intends to use the approximately $1.24 billion in net proceeds for general corporate purposes, including repaying borrowings under its commercial paper programs.

What is the ranking of the Notes and the guarantees?

The Notes are unsecured obligations that rank equally in right of payment with the Company's other existing and future unsecured senior indebtedness and are effectively junior to any future secured indebtedness to the extent of the collateral value. The subsidiary guarantees rank equally with other unsecured senior indebtedness of the Subsidiary Guarantors.

When can Sysco redeem the Notes early?

Before August 23, 2030 for the 2030 Notes and before December 23, 2034 for the 2035 Notes, the Company may redeem at the greater of a make-whole amount and 100% of principal, plus accrued interest. On or after those dates, redemption is at 100% of principal plus accrued interest.

Do noteholders get a put right if Sysco is acquired or downgraded?

Only if a Change of Control Repurchase Event occurs, meaning both a Change of Control and a Below Investment Grade Ratings Event for the relevant series. In that case, Sysco must offer to repurchase the notes at 101% of principal plus accrued and unpaid interest.

SYY 8-K: Material Agreements & Financial Events

01—Abstract

Summary

Summary of the 8-K filed February 25, 2025. Cited figures are marked; the original filing is the authoritative source.

Sysco Corporation issued and sold two series of senior unsecured notes on February 25, 2025 under its automatically effective Form S-3ASR registration statement: $700,000,000^a of 5.100% Senior Notes due 2030 and $550,000,000 of 5.400% Senior Notes due 2035.

The Company reports net proceeds of approximately $1.24 billion^b after underwriters' discounts and estimated offering expenses, and intends to use the proceeds for general corporate purposes, including repaying borrowings under its commercial paper programs. Interest is payable semi-annually on March 23 and September 23, beginning September 23, 2025, and the 2030 Notes and 2035 Notes mature on September 23, 2030 and March 23, 2035, respectively. The Notes are unsecured obligations that rank equally in right of payment with the Company's other existing and future unsecured senior indebtedness, and are guaranteed on an unsecured basis by the Subsidiary Guarantors named in the supplemental indentures.

The Company may redeem each series before its par call date (August 23, 2030 for the 2030 Notes and December 23, 2034 for the 2035 Notes) at the greater of a make-whole amount and 100%^c of principal, plus accrued interest, and at 100% of principal plus accrued interest on or after those dates. The notes were issued under a base indenture from 1995 as supplemented, with U.S. Bank Trust Company, N.A. serving as trustee for the new notes.

The filing also contains a change of control provision: if a Change of Control Repurchase Event occurs, which requires both a Change of Control and a Below Investment Grade Ratings Event for the relevant series, the Company must offer to repurchase the notes at 101%^d of principal plus accrued and unpaid interest. The filing includes the supplemental indentures and legal opinions from King & Spalding LLP, Fraser Stryker PC LLO, Polsinelli PC, and Pierce Atwood LLP as exhibits.

02—Key points

Key Highlights

Sysco sold $700 million of 5.100% Senior Notes due 2030 and $550 million of 5.400% Senior Notes due 2035 on February 25, 2025, totaling $1.25 billion in principal.
Net proceeds to the Company were approximately $1.24 billion after underwriters' discounts and estimated offering expenses.
Proceeds are intended for general corporate purposes, including repaying borrowings under the Company's commercial paper programs.
Interest is payable semi-annually on March 23 and September 23, beginning September 23, 2025; the 2030 Notes mature September 23, 2030 and the 2035 Notes mature March 23, 2035.
The Notes are unsecured senior obligations, ranking equally with the Company's other unsecured senior indebtedness and guaranteed by the Subsidiary Guarantors.
Each series has make-whole optional redemption before its par call date and par redemption thereafter.
A change of control repurchase offer at 101% of principal applies only if both a Change of Control and a Below Investment Grade Ratings Event occur.

03—Questions

Frequently Asked Questions

How much debt did Sysco issue and what are the terms?
Sysco issued $700 million of 5.100% Senior Notes due September 23, 2030 and $550 million of 5.400% Senior Notes due March 23, 2035, both sold under an automatically effective Form S-3ASR registration statement.
What will Sysco do with the proceeds?
The Company states it intends to use the approximately $1.24 billion in net proceeds for general corporate purposes, including repaying borrowings under its commercial paper programs.
What is the ranking of the Notes and the guarantees?
The Notes are unsecured obligations that rank equally in right of payment with the Company's other existing and future unsecured senior indebtedness and are effectively junior to any future secured indebtedness to the extent of the collateral value. The subsidiary guarantees rank equally with other unsecured senior indebtedness of the Subsidiary Guarantors.
When can Sysco redeem the Notes early?
Before August 23, 2030 for the 2030 Notes and before December 23, 2034 for the 2035 Notes, the Company may redeem at the greater of a make-whole amount and 100% of principal, plus accrued interest. On or after those dates, redemption is at 100% of principal plus accrued interest.
Do noteholders get a put right if Sysco is acquired or downgraded?
Only if a Change of Control Repurchase Event occurs, meaning both a Change of Control and a Below Investment Grade Ratings Event for the relevant series. In that case, Sysco must offer to repurchase the notes at 101% of principal plus accrued and unpaid interest.

04—Continue

← View all 8-K filings