SYSCO CORPORATION (NYSE:SYY) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into Material Definitive Agreement. |
On June19, 2017, with respect to the offering and sale of
$750,000,000 aggregate principal amount of its 3.250% Senior
Notes due 2027 (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 Schedule II thereto (the
Underwriters).
Sysco intends to use the net proceeds from the offering to repay
outstanding borrowings under its commercial paper program, and
for general corporate purposes.
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 June19, 2017. The
notes initially are fully and unconditionally guaranteed by
Syscos direct and indirect wholly owned subsidiaries that
guarantee Syscos other senior notes issued under the indenture
governing the Notes or any of Syscos other indebtedness. Interest
on the Notes will be paid semi-annually in arrears on January15
and July15, beginning January15, 2018. The Notes were issued
under the Indenture dated as of June15, 1995 (the Base Indenture)
between Sysco and The Bank of New York Mellon Trust Company, N.A.
(Bank of New York Mellon) as successor trustee, as amended and
supplemented by the Thirteenth Supplemental Indenture dated as of
February17, 2012, among Sysco, the Guarantors named therein and
Bank of New York Mellon and the Thirty-First Supplemental
Indenture dated as of June22, 2017 (the Supplemental Indenture)
among Sysco, the Guarantors named therein 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. The terms of the Notes are more
fully described in the Indenture
At Syscos option, any or all of the Notes may be redeemed, in
whole or in part, at any time prior to maturity. If Sysco elects
to redeem the Notes before the date that is three months prior to
the maturity date, Sysco will pay an amount equal to the greater
of (i)50% of the principal amount of the Notes to be redeemed or
(ii) the sum of the present values of the remaining scheduled
payments of principal and interest on the Notes to be redeemed
that would be due if the Notes matured on the date described
above. If Sysco elects to redeem a series of Notes on or after
the applicable date described in the preceding sentence, Sysco
will pay an amount equal to 50% of the principal amount of the
Notes to be redeemed. In both cases, Sysco will pay accrued and
unpaid interest on the notes redeemed to the redemption date.
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The Underwriting Agreement contains customary representations,
warranties and agreements of Sysco, and customary conditions to
closing, indemnification rights and termination provision.
The foregoing descriptions of the Underwriting Agreement, the
Supplemental Indenture and the terms of the Notes do not purport
to be complete and are qualified in their entirety by reference
to the full text of the Underwriting Agreement, the Supplemental
Indenture and the form of the Notes, which are filed as exhibits
to this Current Report on Form 8-K.
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 and 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 Syscos credit
facility. In addition, affiliates of certain of the Underwriters
are dealers under Syscos 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.
SECTION 2 FINANCIAL INFORMATION
Item2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information included in Item 1.01 of this report is
incorporated herein by reference.
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SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item9.01 |
Financial Statement and Exhibits. |
(d) Exhibits.
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| 1.1 |
Underwriting Agreement dated June19, 2017 among Sysco, 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 Underwriters |
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| 4.1 |
Thirty-First Supplemental Indenture dated as of June22, 2017 among Sysco, the Guarantors and the Trustee relating to the Notes |
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| 4.2 |
Form of 3.250% Senior Note due July15, 2027 (included as Annex A to Exhibit4.1 above) |
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| 5.1 | Opinion of Bracewell LLP | |
| 23.1 | Consent of Bracewell LLP (included in Exhibit 5.1 above) |
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SYSCO CORP ExhibitEX-1.1 2 d377688dex11.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 June 19,…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.