Sysco (SYY) 8-KSysco Announces Inaugural Sustainability Bond Issuance

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 11, 2020

Sysco Corporation

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (281) 584-1390

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

SECTION 1 – registrant’s business and operations

On February 11, 2020, with respect to the offering and sale of $500,000,000 aggregate principal amount of its 2.400% Senior Notes due 2030 (the “2030 Notes”) and $500,000,000 aggregate principal amount of its 3.300% Senior Notes due 2050 (the “2050 Notes” and, together with the 2030 Notes, the “Notes”), Sysco Corporation (“Sysco”) entered into an Underwriting Agreement (the “Underwriting Agreement”), with BofA Securities, Inc., 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 allocate the net proceeds of the sale of the 2030 Notes to one or more financings or refinancings in whole or in part of new or existing Eligible Projects (as defined below), with refinancings limited to investments made in the three years prior to the issuance of the 2030 Notes. Pending the allocation of the net proceeds from the sale of the 2030 Notes to Eligible Projects, Sysco intends to temporarily invest such amounts in accordance with its cash management policies or use such amounts to repay certain of its indebtedness, or both.

“Eligible Projects” are investments and expenditures made by Sysco or any of its subsidiaries in new projects, and projects that have received funding in the three years prior to the issuance of the notes, which projects meet one or more of the following categories of eligible criteria:

Sysco intends to use the net proceeds from the offering of the 2050 Notes 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. 333-227056) and are described in a Prospectus Supplement dated February 11, 2020. The Notes initially are fully and unconditionally guaranteed by Sysco’s direct and indirect wholly-owned subsidiaries that guarantee Sysco’s other senior notes issued under the indenture governing the Notes or any of Sysco’s other indebtedness. Interest on the 2030 Notes will be paid semi-annually on February 15 and August 15, beginning August 15, 2020. Interest on the 2050 Notes will be paid semi-annually on February 15 and August 15, beginning August 15, 2020. The terms of the 2030 Notes are more fully described in the Thirty-Fourth Supplemental Indenture, and the terms of the 2050 Notes are more fully described in the Thirty-Fifth Supplemental Indenture, each dated as of February 13, 2020 (collectively, the “Supplemental Indentures”), among Sysco, as Issuer, the Guarantors named therein and U.S. Bank National Association (the “Trustee”), as trustee solely with respect to the Notes and any other series of Securities (as defined in the Base Indenture (as defined below)) issued thereunder, for which the Trustee may be designated from time to time as trustee, in lieu of The Bank of New York Mellon Trust Company, N.A. (“Bank of New York Mellon”). The Supplemental Indentures were entered into in accordance with the provisions of the Indenture, dated as of June 15, 1995 (the “Base Indenture”), between Sysco and Bank of New York Mellon, as amended and supplemented by the Thirteenth Supplemental Indenture, dated as of February 17, 2012, among Sysco, the Guarantors named therein and Bank of New York Mellon.

At Sysco’s 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) 100% 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 100% 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.

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 Indentures 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 Indentures and the forms 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 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. Additionally, U.S. Bank National Association, an affiliate of one of the underwriters, is trustee for the Notes.

SECTION 2 – FINANCIAL INFORMATION

The information included in Item 1.01 of this report is incorporated herein by reference.

SECTION 8 – OTHER EVENTS

A copy of the press release issued by Sysco on February 13, 2020, is attached as Exhibit 99.1 hereto.

Section 9 – FINANCIAL STATEMENTS 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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Sysco Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.