SYSCO CORPORATION (NYSE:SYY) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On March8, 2018, with respect to the offering and sale of $500,000,000aggregate principal amount of its 3.550% Senior Notes due 2025 (the “2025 Notes”) and $500,000,000aggregate principal amount of its 4.450% Senior Notes due 2048 (the “2048 Notes” and, together with the 2025Notes, the “Notes”), Sysco Corporation (“Sysco”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Goldman, Sachs& Co. LLC, J.P. Morgan Securities LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed in ScheduleII thereto (the “Underwriters”).
The terms of the Notes will be governed by the Indenture dated as of June15, 1995 (the “Base Indenture”) between Sysco and The Bank of New York Mellon Trust Company, N.A., as successor trustee ( “Bank of New York Mellon”), as amended and supplemented by the Thirteenth Supplemental Indenture dated as of February17, 2012 among Sysco, the Guarantors named therein (the “Guarantors”) and the Trustee, and two related supplemental indentures (each applicable to one of the series of the Notes) to be dated as of the closing date, among Sysco, the Guarantors and U.S. Bank National Association, as trustee solely with respect to the Notes and any other series of Securities (as defined in the Base Indenture) issued under the Base Indenture, for which U.S. Bank National Association may be designated from time to time as trustee, in lieu of Bank of New York Mellon, setting forth the specific terms applicable to the Notes.
The offering of the Notes is expected to close on March19, 2018, subject to the satisfaction of customary closing conditions contained in the Underwriting Agreement. Sysco intends to use a portion of the net proceeds of the offering to fund the purchase, to a tender offer, of up to $200million combined aggregate principal amount of the following securities, in order of priority from the highest priority to the lowest priority: its 6.625% Senior Notes due 2039, its 7.160% Debentures due 2027, its 6.500% Debentures due 2028 and its 5.375% Senior Notes due 2035. The remaining net proceeds are expected to be used to repay outstanding borrowings under Sysco’s commercial paper program and for general corporate purposes. The offering is not conditioned upon the successful consummation of the tender offer.
The Notes are being offered and sold under a Registration Statement on Form S-3 (Registration No.333-206568) and are described in a Prospectus Supplement dated March8, 2018.
The Underwriting Agreement contains customary representations, warranties and agreements of Sysco, and customary conditions to closing, indemnification rights and termination provisions. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto.
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The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Affiliates of certain of the underwriters are lenders under Sysco’s credit facility. In addition, affiliates of certain of the underwriters are dealers under Sysco’s commercial paper program and may hold commercial paper notes thereunder. The underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to Sysco and its affiliates, for which they received or will receive customary fees and expenses. Goldman Sachs& Co. LLC is acting as the sole dealer manager in connection with the tender offer, and it will receive customary compensation in connection therewith. In addition, certain of the underwriters and/or their respective affiliates may hold a portion of the tender offer securities for their own account and/or for the accounts of customers and, therefore, may receive a portion of the net proceeds from the offering if such tender offer securities are tendered in the tender offer. Additionally, U.S. Bancorp National Association, an affiliate of one of the underwriters, is trustee for the Notes.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
| Item 1.01 | Financial Statement and Exhibits. |
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Shell Company Transactions.
Not applicable.
(d) Exhibits.
| Exhibit Number |
Description |
| 1.1 | Underwriting Agreement dated March8, 2018 among Sysco Corporation, the Guarantors listed on Schedule I thereto, and Goldman, Sachs& Co. LLC, J.P. Morgan Securities LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed on Schedule II thereto |
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EXHIBIT INDEX
SYSCO CORP ExhibitEX-1.1 2 d518008dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 Execution Version Sysco Corporation and The Guarantors Listed on Schedule I Debt Securities Underwriting Agreement March 8,…To view the full exhibit click here
About SYSCO CORPORATION (NYSE:SYY)
Sysco Corporation (Sysco) is a distributor of food and related products primarily to the foodservice or food-away-from-home industry. The Company’s segments include Broadline, SYGMA and Other. The Broadline segment includes its Broadline operations located in the Bahamas, Canada, Costa Rica, Ireland, Mexico and the United States. Broadline operating companies distribute a full line of food products and a range of non-food products to both traditional and chain restaurant customers, hospitals, schools, hotels, industrial caterers and other venues where foodservice products are served. SYGMA operating companies distribute a full line of food products and a range of non-food products to certain chain restaurant customer locations. The Other segment includes the Company’s specialty produce; custom-cut meat operations; lodging industry segments; a company that distributes specialty imported products; a company that distributes to international customers, and Sysco Ventures platform. SYSCO CORPORATION (NYSE:SYY) Recent Trading Information
SYSCO CORPORATION (NYSE:SYY) closed its last trading session down -0.87 at 59.88 with shares trading hands.