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Sysco 8-K Report, Material Agreement (Mar 30, 2026)

Reports
Material Agreements·Exhibits & Filings
Filing Date
Filed March 30, 2026
Period End
March 30, 2026
Security
SYY
In the record · 2016–202610-K1210-Q328-K147

SYY filed 12 annual reports (10-K), 32 quarterly reports (10-Q) and 147 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · Jul ’17Jul ’17
  2. Material agreement8-K · Jul ’19Jul ’19
  3. Leadership change8-K · Aug ’21Aug ’21
  4. Material agreement8-K · Jun ’25Jun ’25

01—Abstract

Summary

Summary of the 8-K filed March 30, 2026. Cited figures are marked; the original filing is the authoritative source.

On March 30, 2026, Sysco Corporation entered into an Agreement and Plan of Merger with JRD Unico, Inc. and Warehouse Realty, LLC (together, "Jetro Restaurant Depot"), under which Sysco will acquire JRD and Warehouse Realty in a combined cash and stock transaction.

The aggregate purchase price consists of $21.6 billiona in cash, subject to customary adjustments, and 91.5 million shares of New Slider Holdco, Inc. common stock ("HoldCo Common Stock"). Each share of Sysco common stock will convert into one share of HoldCo Common Stock in the Sysco Merger, and HoldCo Common Stock is expected to trade on the New York Stock Exchange under the symbol "SYY." Former JRD and Warehouse Realty equityholders are expected to hold approximately 16% of HoldCo's outstanding common stock after the Mergers. The merger is subject to customary conditions, including expiration or termination of the Hart-Scott-Rodino waiting period, the absence of prohibiting laws or injunctions, possible SEC effectiveness of a Form S-4, NYSE listing authorization, and receipt of customary tax opinions.

The agreement carries an outside date of September 30, 2027, subject to one six-month automatic extension in certain regulatory circumstances. A termination fee of $1.164 billionb is payable by Sysco in certain cases if the deal fails due to antitrust approvals. Sysco also entered into a Stockholders Agreement with the majority JRD stockholder, funds affiliated with Leonard Green & Partners, and affiliates of Abu Dhabi Investment Authority.

This agreement grants board designation rights, lock-up periods (18 to 24 months for the majority JRD holder, six months for LGP and ADIA affiliates), and registration rights. Sysco has also secured a commitment letter for a $22 billionc senior unsecured 364-day bridge loan facility to help fund the cash consideration and refinance Jetro Restaurant Depot indebtedness, with the cash portion expected to be financed through $21 billion of new debt and hybrid debt plus $1 billion from cash on hand, equity, or equity-linked securities.

02—Key points

Key Highlights

  1. Sysco will acquire JRD Unico, Inc. and Warehouse Realty, LLC (Jetro Restaurant Depot) for $21.6 billion in cash, subject to customary adjustments, plus 91.5 million shares of HoldCo common stock.
  2. JRD and Warehouse Realty equityholders are expected to own approximately 16% of HoldCo's outstanding common stock after the Mergers.
  3. Each outstanding share of Sysco common stock will convert into one share of HoldCo common stock, which is expected to trade on the NYSE under the symbol "SYY."
  4. Financing includes a $22 billion senior unsecured 364-day bridge loan commitment from Goldman Sachs and TD Securities, plus expected $21 billion of new debt and hybrid debt and $1 billion from cash on hand, equity, or equity-linked securities.
  5. The Merger Agreement has an outside date of September 30, 2027 (with one six-month extension in certain cases), and a $1.164 billion termination fee is payable by Sysco if the deal fails on antitrust grounds in certain circumstances.
  6. A Stockholders Agreement gives the majority JRD holder board designation rights and imposes lock-ups of 18 to 24 months, with six-month lock-ups for LGP and ADIA affiliates.
  7. Completion is subject to HSR clearance, no prohibiting law or injunction, possible Form S-4 effectiveness, NYSE listing authorization, and customary tax opinions.

03—Questions

Frequently Asked Questions

  1. How much is Sysco paying for Jetro Restaurant Depot?

    Sysco will pay $21.6 billion in cash, subject to customary adjustments, and 91.5 million shares of HoldCo common stock.

  2. How will Sysco fund the cash portion of the deal?

    The cash portion, along with any refinancing of Jetro Restaurant Depot debt, is expected to be financed with $21 billion of new debt and hybrid debt and $1 billion of cash on hand, equity, or equity-linked securities. Sysco has a commitment letter for a $22 billion senior unsecured 364-day bridge loan facility.

  3. What happens to Sysco shareholders in the transaction?

    Each share of Sysco common stock will be converted into one share of HoldCo common stock in the Sysco Merger. HoldCo common stock is expected to trade on the NYSE under the symbol "SYY."

  4. What conditions must be met for the deal to close?

    Conditions include expiration or termination of the HSR waiting period, the absence of any prohibiting law or injunction, SEC effectiveness of a Form S-4 if required, NYSE listing authorization for the HoldCo shares, accuracy of representations and warranties, material compliance with covenants, and receipt of customary tax opinions.

  5. When can either party terminate the agreement, and is there a termination fee?

    Either party may terminate if the merger has not occurred by September 30, 2027, subject to one six-month automatic extension in certain circumstances to obtain regulatory approval. If termination results from a failure to obtain antitrust approvals, Sysco may owe a $1.164 billion termination fee in certain circumstances.

04—Continue

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