Item 2.01 Completion of Acquisition or Disposition of Assets.
On July 5, 2016, Sysco Corporation, a Delaware corporation (Sysco or the Company), consummated its previously announced
acquisition of Cucina Lux Investments Limited (a private company limited by shares organized under the laws of England and Wales), a holding company for the Brakes Group (the Target), pursuant to an agreement for the sale and purchase of
securities in the capital of the Target, dated as of February 19, 2016 (the Purchase Agreement), by and among Sysco, entities affiliated with Bain Capital Investors, LLC, and members of management of the Target (the
Acquisition). Following the closing of the Acquisition, the Brakes Group became a wholly owned subsidiary of Sysco.
The Brakes Group is a
leading European foodservice business by revenue, supplying fresh, refrigerated and frozen food products, as well as non-food products and supplies, to more than 50,000 foodservice customers. The Brakes Group has leading market positions in the
U.K., France and Sweden, in addition to a presence in Ireland, Belgium, Spain and Luxembourg. The Brakes Group supplies more than 50,000 products, including a portfolio of more than 4,000 own-brand products. Brakes Group companies include: Brakes,
Brakes Catering Equipment, Brake France, Country Choice, Davigel, Fresh Direct, Freshfayre, M&J Seafood, Menigo Foodservice, Pauleys, Wild Harvest and Woodward Foodservice.
The aggregate enterprise value paid by Sysco in connection with the Acquisition was approximately £2.3 billion (approximately $3.1 billion), including
the repayment of approximately $2.3 billion of the Brakes Groups outstanding financial debt. The purchase price was paid in cash, financed in part with the proceeds from the issuance by Sysco (1) on April 1, 2016 of $500,000,000
aggregate principal amount of 1.90% Senior Notes due 2019, $500,000,000 aggregate principal amount of 2.50% Senior Notes due 2021, $1,000,000,000 aggregate principal amount of 3.30% Senior Notes due 2026 and $500,000,000 aggregate principal amount
of 4.50% Senior Notes due 2046; and (2) on June 23, 2016, of 500 million aggregate principal amount of 1.250% Senior Notes due 2023 (the Senior Notes). The offerings of these Senior Notes were registered under the
Securities Act of 1933, as amended.
The foregoing description of certain terms included in the Purchase Agreement does not purport to be complete and is
subject to, and qualified in its entirety by, the full text of the Purchase Agreement, which was filed as Exhibit 2.1 to Syscos Current Report on Form 8-K filed on February 22, 2016 and is incorporated by reference herein. The Purchase
Agreement has been filed and incorporated by reference herein solely to provide investors and security holders with information regarding its terms. It is not intended to be a source of financial, business or operational information about Sysco, the
Brakes Group or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Purchase Agreement are made only for purposes of the Purchase Agreement and are made as of specific dates; are solely for the
benefit of the parties; may be subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of the Purchase Agreement, including being qualified by confidential disclosures made for the purpose of
allocating contractual risk between the parties rather than establishing matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors or security holders.
Investors and security holders should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of Sysco, the Brakes Group or their respective subsidiaries or
affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public
disclosures.