Item 1.01
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Entry into Material Definitive Agreement.
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On June 19, 2017, with respect to the
offering and sale of $750,000,000 aggregate principal amount of its 3.250% Senior Notes due 2027 (the Notes), Sysco Corporation (Sysco) entered into an Underwriting Agreement (the Underwriting Agreement), with
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).
Sysco intends to use the net proceeds from the offering to repay outstanding borrowings under its commercial paper program, and for general
corporate purposes.
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 June 19, 2017. The notes initially are fully and unconditionally
guaranteed by Syscos direct and indirect wholly owned subsidiaries that guarantee Syscos other senior notes issued under the indenture governing the Notes or any of Syscos other indebtedness. Interest on the Notes will be paid
semi-annually in arrears on January 15 and July 15, beginning January 15, 2018. The Notes were issued under the Indenture dated as of June 15, 1995 (the Base Indenture) between Sysco and The Bank of New York Mellon
Trust Company, N.A. (Bank of New York Mellon) as successor trustee, 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 the Thirty-First Supplemental Indenture dated as of June 22, 2017 (the Supplemental Indenture) 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 under the Base Indenture, for which U.S. Bank National Association may be designated from time to time as trustee, in lieu of Bank of New York Mellon. The terms of the Notes
are more fully described in the Indenture
At Syscos 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 the Notes before the date that is three months prior to the maturity date, Sysco will pay an amount equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (ii)
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 Notes matured on the date 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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The Underwriting Agreement contains customary representations, warranties and agreements of
Sysco, and customary conditions to closing, indemnification rights and termination provision.
The foregoing descriptions of the
Underwriting Agreement, the Supplemental Indenture and the terms of the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement, the Supplemental Indenture and the form of
the Notes, which are filed as exhibits to this Current Report on Form
8-K.
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 and investment management, investment research, principal investment,
hedging, market making, brokerage and other financial and
non-financial
activities and services. 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.