8-K - Sysco Corporation | StockGist

AI Analysis

AI-generated analysis. Always verify with the original filing.

Sysco Corporation entered into a definitive agreement to acquire Jetro Restaurant Depot for $21.6 billion in cash and 91.5 million shares of stock, creating a combined entity expected to be listed on the NYSE under ticker 'SYY'.

Key Takeaways

1Sysco will acquire JRD Unico, Inc. and Warehouse Realty, LLC (Jetro Restaurant Depot) for $21.6 billion in cash and 91.5 million shares of HoldCo Common Stock.

2The transaction structure involves multiple mergers resulting in a new holding company (New Slider HoldCo) with Jetro equityholders owning approximately 16% of the combined company.

3Sysco secured a $22 billion senior unsecured 364-day bridge loan facility to finance the cash portion of the purchase price and refinance Jetro's existing indebtedness.

4The merger agreement includes a termination fee of $1.164 billion payable by Sysco if the deal fails to obtain required antitrust approvals under certain circumstances.

5The transaction is subject to customary closing conditions, including HSR clearance and NYSE listing approval, with an outside termination date of September 30, 2027.

6Concurrently with the merger, the parties entered into a Stockholders Agreement granting Jetro's majority holder board nomination rights and imposing lock-up restrictions.

Current Report Details

Event Type

Material Agreement

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

| Entry into a Material Definitive Agreement. | |---|---| Merger Agreement On March 30, 2026, Sysco Corporation, a Delaware corporation (“ Sysco ”), entered int

Material Agreement

$1.00$1.00$21.60B

Source Document

9.01

| Financial Statements and Exhibits. | |---|---| **(d) Exhibits** | Exhibit No. | | Description | |---|---|---| | | | | | 2.1* | | Agreement and Plan of Merger,

Exhibits Only

Transaction Details

Acquisition / Disposition

Target: JRD Unico, Inc. and Warehouse Realty, LLC (collectively known as Jetro Restaurant Depot)
Consideration: $21.6 billion in cash and 91.5 million shares of HoldCo Common Stock
Structure: Cash and stock transaction through multiple mergers: Merger Sub 1 with Sysco, Merger Sub 2 with JRD, and Merger Sub 3 with Warehouse Realty

•Closing subject to HSR clearance, NYSE listing approval, SEC Form S-4 effectiveness, and customary conditions.
•Termination right if merger not completed by September 30, 2027, subject to one automatic extension for six months.
•Termination fee of $1.164 billion payable by Sysco if terminated due to failure to obtain antitrust approvals under certain circumstances.

Material Agreement

Agreement: Agreement and Plan of Merger
Parties: Sysco Corporation, JRD Unico, Inc., Warehouse Realty, LLC, New Slider Holdco, Inc., Slider Merger Sub 1, Inc., Slider Merger Sub 2, Inc., Slider Merger Sub 3, LLC, Ki Atlantic Holdings Limited (as Holder Representative)

•Aggregate purchase price consists of $21.6 billion in cash and 91.5 million shares of HoldCo Common Stock.
•Transaction structured as a cash and stock acquisition through multiple mergers.
•JRD and Warehouse Realty equityholders expected to hold approximately 16% of outstanding HoldCo Common Stock post-closing.
•HoldCo Common Stock expected to be listed on the New York Stock Exchange under symbol 'SYY'.
•Termination fee of $1.164 billion payable by Sysco if terminated due to failure to obtain antitrust approvals under certain circumstances.
•Outside termination date of September 30, 2027, subject to one automatic extension for six months in certain circumstances.
•Closing conditions include HSR clearance, NYSE listing approval, and SEC effectiveness of Form S-4.

Debt / Financing

Instrument: Senior Unsecured 364-Day Bridge Loan Facility
Principal: 22000000000
Rate: Not specified
Maturity: 364 days from execution
Use of Proceeds: Fund the cash portion of the purchase price, refinance Jetro Restaurant Depot's outstanding indebtedness, and pay related fees and expenses.

Exhibits (3)

10.1

EXHIBIT 10.1

2.1

EXHIBIT 2.1

8-K

FORM 8-K