01—Abstract
Summary
Summary of the 8-K filed September 25, 2026. Cited figures are marked; the original filing is the authoritative source.
Sysco Corporation and Sysco Holdings Corporation (co-issuers) issued and sold two series of senior notes on September 25, 2026: C$750 milliona of 4.250% Senior Notes due October 3, 2030, and C$750 million of 4.800% Senior Notes due October 3, 2034, for total principal of C$1.5 billion.
The filing states net proceeds of approximately C$1.49 billionb after underwriters' discounts and estimated offering expenses. The Issuers intend to use the proceeds to pay a portion of the cash consideration for the pending acquisition of JRD Unico, Inc. and Warehouse Realty, LLC, along with related fees and expenses or, if the acquisition is not consummated, to fund a Special Mandatory Redemption as defined in the Notes. The Notes are unsecured senior obligations of the Issuers, guaranteed by the guarantors named in the First Supplemental Indenture, and rank equally in right of payment with the Issuers' other existing and future unsecured senior indebtedness.
Interest is payable semi-annually on April 3 and October 3, beginning April 3, 2027. The notes were issued under an automatically effective Form S-3ASR shelf registration filed September 14, 2026, with the terms described in a prospectus dated September 14, 2026 and a prospectus supplement dated September 22, 2026.
The filing also reports that Sysco Holdings Corporation entered into a Fiftieth Supplemental Indenture under which it guarantees the existing senior notes of Sysco Corporation governed by the 1995 Indenture. That guarantee is a senior unsecured obligation of Sysco Holdings, ranking pari passu with all its existing and future unsecured indebtedness, including the new Notes.
02—Key points
Key Highlights
- Issued C$750 million of 4.250% Senior Notes due 2030 and C$750 million of 4.800% Senior Notes due 2034 on September 25, 2026.
- Net proceeds to the Issuers were approximately C$1.49 billion after underwriters' discounts and estimated offering expenses.
- Proceeds are intended to fund part of the cash consideration for the pending acquisition of JRD Unico, Inc. and Warehouse Realty, LLC, or to fund a Special Mandatory Redemption if the acquisition is not completed.
- Interest is payable semi-annually on April 3 and October 3, starting April 3, 2027.
- The Notes are unsecured senior obligations, guaranteed by the named guarantors, and rank equally with other unsecured senior indebtedness.
- Sysco Holdings Corporation guaranteed Sysco Corporation's existing senior notes under a Fiftieth Supplemental Indenture, ranking pari passu with its other unsecured debt including the new Notes.
- The offering was made under an automatically effective Form S-3ASR shelf registration (No. 333-298926) filed September 14, 2026.
03—Questions
Frequently Asked Questions
How much debt did Sysco raise and in what currency?
The Issuers sold C$750 million of 4.250% Senior Notes due 2030 and C$750 million of 4.800% Senior Notes due 2034, for a total of C$1.5 billion aggregate principal amount, with net proceeds of approximately C$1.49 billion.
What will the proceeds be used for?
The Issuers intend to use the net proceeds to pay a portion of the cash consideration for the pending acquisition of JRD Unico, Inc. and Warehouse Realty, LLC, plus related fees and expenses. If the acquisition is not consummated, the proceeds will be used for a Special Mandatory Redemption as defined in the Notes.
When do the Notes mature and when is interest paid?
The 2030 Notes mature on October 3, 2030, and the 2034 Notes mature on October 3, 2034. Interest is payable semi-annually in cash in arrears on April 3 and October 3, beginning April 3, 2027.
How do the Notes rank relative to other Sysco debt?
The Notes are unsecured senior obligations that rank equally in right of payment with all existing and future unsecured senior indebtedness of the Issuers. They are effectively junior to any future secured indebtedness to the extent of the value of the collateral and senior to any future subordinated indebtedness.
What did Sysco Holdings Corporation agree to in the Fiftieth Supplemental Indenture?
Sysco Holdings Corporation agreed to guarantee Sysco Corporation's existing senior notes governed by the 1995 Existing Senior Notes Indenture. The guarantee is a senior unsecured obligation of Sysco Holdings, ranking pari passu with all its existing and future unsecured indebtedness, including the Notes.
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