SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS
| Item 1.01 | Entry into a Material Definitive Agreement. |
On December 1, 2021, with respect to the offering and sale of $450,000,000 aggregate principal amount of its 2.450% Senior Notes due 2031 (the “2031 Notes”) and $800,000,000 aggregate principal amount of its 3.150% Senior Notes due 2051 (the “2051 Notes” and, together with the 2031 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”).
The terms of the Notes will be governed by the Indenture dated as of June 15, 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 February 17, 2012 among Sysco, the guarantors named therein and Bank of New York Mellon, 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 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 thereunder, 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 December 14, 2021, subject to the satisfaction of customary closing conditions contained in the Underwriting Agreement. Sysco intends to use the net proceeds from the offering of the Notes, together with cash on hand, if necessary, to fund the redemption of all of Sysco’s outstanding 5.650% Senior Notes due 2025 (the “5.650% Notes”) and 3.550% Senior Notes due 2025 (the “3.550% Notes”). Any excess net proceeds will be used for general corporate purposes. The redemption price for the senior notes of each such series to be redeemed will be the principal amount of such senior notes plus a “make-whole” amount determined in accordance with the indenture governing such senior notes and accrued and unpaid interest to the applicable redemption date. The redemption date for the 5.650% Notes and the 3.550% Notes is December 14, 2021. The offering of the Notes is not conditioned upon the redemption of the 5.650% Notes or the 3.550% Notes, nor does the offering constitute notice of redemption under the Indenture. Sysco’s obligation to redeem the 5.650% Notes is conditioned on the consummation of the issuance of the Notes.
The Notes are being offered and sold under a Registration Statement on Form S-3 (Registration No. 333-259146) and are described in a Prospectus Supplement dated December 1, 2021.
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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