SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS
| Item 1.01 | Entry into a Material Definitive Agreement. |
On December 14, 2021, Sysco Corporation (“Sysco”) issued $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”). The Notes were sold in an underwritten public offering pursuant to an Underwriting Agreement, dated December 1, 2021, among Sysco, the Guarantors named on Schedule I thereto (the “Guarantors”), and 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, previously filed with the Securities and Exchange Commission.
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. This Current Report on Form 8-K does not constitute a notice of redemption under the indenture governing the 5.650% Notes and the 3.550% 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 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 Notes will be paid semi-annually on June 14 and December 14, beginning June 14, 2022. The terms of the 2031 Notes are more fully described in the Forty-Second Supplemental Indenture, and the terms of the 2051 Notes are more fully described in the Forty-Third Supplemental Indenture, each dated as of December 14, 2021 (collectively, the “Supplemental Indentures”), among Sysco, as Issuer, 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 (as defined below)) issued thereunder, for which U.S. Bank National Association 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 (i) the 2031 Notes before the date that is three months prior to the maturity date or (ii) the 2051 Notes before the date that is six months prior to the maturity date, Sysco will pay an amount equal to the greater of (A) 100% of the principal amount of the Notes to be redeemed or (B) 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 2031 Notes or 2051 Notes matured on the applicable dates 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.
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