Item 1.01
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Entry into Material Definitive Agreement.
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On March 19, 2018, Sysco Corporation
(Sysco) issued $500,000,000 aggregate principal amount of its 3.550% Senior Notes due 2025 (the 2025 Notes) and $500,000,000 aggregate principal amount of its 4.450% Senior Notes due 2048 (the 2048 Notes and,
together with the 2025 Notes, the Notes). The Notes were sold in an underwritten public offering pursuant to an Underwriting Agreement, dated March 8, 2018, among Sysco, the Guarantors named on Schedule I thereto (the
Guarantors), and 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, previously filed with
the Securities and Exchange Commission (the SEC).
Sysco intends to use a portion of the net proceeds of the Notes offering to
fund the purchase, pursuant to a tender offer, of up to $200 million combined aggregate principal amount of the following securities, in order of priority from the highest priority to the lowest priority: its 6.625% Senior Notes due 2039, its
7.160% Debentures due 2027, its 6.500% Debentures due 2028 and its 5.375% Senior Notes due 2035. The remaining net proceeds are expected to be used to repay outstanding borrowings under Syscos commercial paper program and for general corporate
purposes. The Notes offering was not conditioned upon the successful consummation of the tender offer.
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 8, 2018. 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 2025 Notes will be paid semi-annually on March 15 and September 15, beginning September 15, 2018. Interest on the 2048 Notes will be paid semi-annually on March 15 and September 15, beginning
September 15, 2018. The terms of the 2025 Notes are more fully described in the Thirty-Second Supplemental Indenture, and the terms of the 2048 Notes are more fully described in the Thirty-Third Supplemental Indenture, each dated as of
March 19, 2018 (collectively, the Supplemental Indentures), among Sysco, as Issuer, the Guarantors named therein and U.S. Bank National Association (the Trustee), as trustee solely with respect to the Notes and any other
series of Securities (as defined in the Base Indenture (as defined below)) issued thereunder, for which the Trustee may be designated from time to time as trustee, in lieu of The Bank of New York Mellon Trust Company, N.A. (Bank of New York
Mellon). The Supplemental Indentures were entered into in accordance with the provisions of the Indenture, dated as of June 15, 1995 (the Base Indenture), between Sysco and Bank of New York Mellon, 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.
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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 (i) the 2025 Notes before the date that is two months prior to the maturity date or (ii) the 2048 Notes before the date that is six months prior to the maturity date, Sysco will pay an amount
equal to the greater of 100% of the principal amount of the Notes to be redeemed or the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed. 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. Sysco will pay accrued and unpaid interest on the Notes redeemed to the redemption date.
The foregoing descriptions of the Supplemental Indentures 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 Supplemental Indentures and the forms of the Notes, which are filed as exhibits to this Current Report on Form
8-K.