Item 1.01
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Entry into Material Definitive Agreement.
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On March 22, 2016, with respect to the
offering and sale of $500,000,000 aggregate principal amount of its 1.90% Senior Notes due 2019 (the 2019 Notes), $500,000,000 aggregate principal amount of its 2.50% Senior Notes due 2021 (the 2021 Notes),
$1,000,000,000 aggregate principal amount of its 3.30% Senior Notes due 2026 (the 2026 Notes) and $500,000,000 aggregate principal amount of its 4.50% Senior Notes due 2046 (the 2046 Notes and, together with the
2019 Notes, the 2021 Notes and the 2026 Notes, the Notes), Sysco Corporation (Sysco) entered into an Underwriting Agreement (the Underwriting Agreement) with Goldman, Sachs & Co., Deutsche Bank
Securities Inc., J.P. Morgan Securities LLC and TD Securities (USA) 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 between Sysco and The Bank of New York Mellon Trust
Company, N.A., as successor trustee (the Trustee), as amended and supplemented by the Thirteenth Supplemental Indenture dated as of February 17, 2012 and the Twenty-Second Supplemental Indenture dated as of September 28, 2015
among Sysco, the Guarantors named therein (the Guarantors) and the Trustee, and four 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 and
the Trustee, setting forth the specific terms applicable to the Notes.
The offering of the Notes is expected to close on April 1,
2016, subject to the satisfaction of customary closing conditions contained in the Underwriting Agreement. Sysco intends to use the net proceeds from the offering to pay a portion of the purchase price for the acquisition of Cucina Lux Investments
Limited, the holding company for Brakes Group, a leading European foodservice distributor with operations in the United Kingdom, Ireland, France, Sweden, Spain, Belgium and Luxembourg (the Brakes Group acquisition), which includes
repayment of approximately $2.3 billion of indebtedness of Brakes Group. Consummation of the Brakes Group acquisition is subject only to conditions relating to required antitrust approvals, and the share sale and purchase agreement governing the
transaction generally requires each party to use its reasonable best endeavors to obtain such approvals and to consummate the Brakes Group acquisition.
The Notes are being offered and sold under a Registration Statement on Form S-3 (Registration No. 333-206568) and are described in a
Prospectus Supplement dated March 22, 2016.
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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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, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial
activities and services. Deutsche Bank Securities Inc. is acting as Syscos financial advisor in connection with the Brakes Group acquisition. In addition, certain affiliates of the underwriters have made commitments to Sysco with respect to a
previously disclosed £1,725,000,000 bridge term loan agreement to fund a portion of the Brakes Group acquisition, refinance certain indebtedness of Brakes Group and pay related fees and expenses in the event the offering of the Notes or other
financing in connection with the Brakes Group acquisition is not consummated, for which the underwriters and/or their affiliates will be paid customary fees. Affiliates of certain of the underwriters are holders of certain indebtedness of Brakes
Group and, accordingly, will receive a portion of the net proceeds of the offering of the Notes. Affiliates of certain of the underwriters are lenders under Syscos credit facility. In addition, affiliates of certain of the underwriters are
dealers under Syscos 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.