Sysco Launches $1.0 Billion Common Stock Offering to Fund Jetro Restaurant Depot Acquisition

Offering Overview

Sysco Corporation ($SYY) has filed a preliminary prospectus supplement under Rule 424(b)(5) for a registered public offering of $1,000,000,000 of common stock ($1.00 par value per share). In addition, underwriters have been granted a 30-day option to purchase up to $150,000,000 of additional common shares to cover overallotments.

Key Transaction Highlights

• Offering Size: $1,000,000,000 in common stock (up to $1,150,000,000 if the greenshoe is exercised in full).
• Joint Book-Running Managers: Goldman Sachs & Co. LLC, TD Securities, BofA Securities, J.P. Morgan, and Wells Fargo Securities.
• Use of Proceeds: Net proceeds, alongside financing facilities and cash on hand, will be used to fund the cash purchase price and transaction expenses for the acquisition of Jetro Restaurant Depot (JRD Unico, Inc. and Warehouse Realty, LLC). If the acquisition does not close, proceeds will be allocated toward general corporate purposes.
• Offering Contingency: The equity offering is not contingent on the closing of the JRD acquisition.

Market & Capital Structure Implications

• Dilution: Issuing $1.0B–$1.15B in new equity creates immediate dilution for existing shareholders, balanced by the strategic scale and cash generation expected from the Jetro Restaurant Depot integration.
• Pro Forma Corporate Structure: Following completion of the merger transactions, Sysco Corporation and Jetro Restaurant Depot will become direct wholly owned subsidiaries of newly created parent entity Sysco Holdings Corporation, which is expected to list on the NYSE under the current ticker.