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 (NYSE: SYY) announced a definitive agreement to acquire JRD Unico, Inc. and Warehouse Realty, LLC (together, Jetro Restaurant Depot) in a transaction valued at $29.1 billiona.
Jetro Restaurant Depot shareholders will receive $21.6 billionb in cash and 91.5 million Sysco shares, implying an enterprise value of approximately 14.6x Jetro Restaurant Depot's Operating Income, or 13.0x including expected synergies. Jetro Restaurant Depot operates 166 cash-and-carry warehouses across 35 states and had approximately $16 billion of 2025 revenue, $2.1 billion of EBITDA, and $1.9 billion of free cash flow. Jetro Restaurant Depot will operate as a standalone business segment within Sysco.
The cash portion will be funded with $21 billionc of new debt and hybrid debt and $1 billion of cash on hand, equity, or equity-linked securities. Sysco will issue approximately 19.1% of its outstanding shares to Jetro Restaurant Depot shareholders, who are expected to own about 16% of the combined company. Sysco is pausing its share repurchase program to prioritize de-leveraging, intends to reduce net leverage by at least 1.0x within 24 months after closing, and remains committed to its dividend and long-term net leverage target of approximately 2.75x.
The companies expect the transaction to be mid to high single-digit accretive to EPS in year one and low to mid-teens accretive in year two, with approximately $250 milliond of annualized net cost synergies within three years. Closing is expected by the third quarter of Sysco's fiscal 2027, subject to customary conditions including regulatory approvals.
Sysco also reaffirmed its fiscal 2026 guidance of 3% to 5% sales growth and adjusted EPS at the high end of $4.50 to $4.60, and said it expects U.S. local case growth of over 3.0% in Q3 2026. Third-quarter fiscal 2026 full results are expected on April 28, 2026.
02—Key points
Key Highlights
- Transaction value of $29.1 billion, consisting of $21.6 billion in cash and 91.5 million Sysco shares, at an implied 14.6x Jetro Restaurant Depot Operating Income (13.0x including synergies).
- Jetro Restaurant Depot had approximately $16 billion of 2025 revenue, $2.1 billion of EBITDA, and $1.9 billion of free cash flow, with 166 warehouses in 35 states.
- Sysco expects the deal to be mid to high single-digit accretive to EPS in year one and low to mid-teens accretive in year two after closing.
- Approximately $250 million of annualized net cost synergies expected within three years of closing.
- Share repurchases are paused; Sysco targets at least 1.0x net leverage reduction within 24 months post-close and a long-term net leverage target of approximately 2.75x, while maintaining its dividend.
- Financing: $21 billion of new debt and hybrid debt plus $1 billion from cash on hand, equity, or equity-linked securities; Sysco will issue approximately 19.1% of its outstanding shares.
- Sysco reaffirmed FY2026 guidance of 3% to 5% sales growth and adjusted EPS at the high end of $4.50 to $4.60, with Q3 2026 U.S. local case growth expected above 3.0%.
03—Questions
Frequently Asked Questions
What is Sysco acquiring and what will investors receive?
Sysco agreed to acquire JRD Unico, Inc. and Warehouse Realty, LLC (together, Jetro Restaurant Depot). Jetro Restaurant Depot shareholders will receive $21.6 billion in cash and 91.5 million Sysco shares, based on a Sysco closing share price of $81.80 as of March 27, 2026.
How will the transaction be financed?
The cash portion will be funded with $21 billion of new debt and hybrid debt, and $1 billion of cash on hand, equity, or equity-linked securities.
What is the expected effect on Sysco's earnings and leverage?
Sysco expects the deal to be mid to high single-digit accretive to EPS in the first year after close and low to mid-teens accretive in the second year. Sysco expects leverage of about 4.5x at closing and plans to reduce net leverage by at least 1.0x within 24 months post-close.
Will Sysco's dividend and share buybacks be affected?
Sysco intends to maintain its current dividend amount and Dividend Aristocrat status. It is pausing its share repurchase program to prioritize de-leveraging and intends to resume buybacks after making significant progress toward de-leveraging.
When is the transaction expected to close and what could prevent it?
The transaction is expected to close by the third quarter of Sysco's fiscal 2027, subject to customary closing conditions, including regulatory approvals. The filing lists risks such as failure to obtain approvals, integration difficulties, and inability to raise debt on favorable terms.
04—Continue