Sysco Corporation (NYSE:SYY) (“Sysco” or the “Company”) today
announced the early tender results as of the Early Tender Time (as
defined below) in connection with Sysco's previously announced cash
tender offer to purchase up to $200,000,000 combined aggregate
principal amount (the “Offer”) of Sysco’s outstanding 6.625% Senior
Notes due 2039 (the “6.625% Senior Notes”), 7.160% Debentures due
2027 (the “7.160% Debentures”), 6.500% Debentures due 2028 (the
“6.500% Debentures”) and 5.375% Senior Notes due 2035 (together
with the 6.625% Senior Notes, the 7.160% Debentures and the 6.500%
Debentures, the “Securities,” and each, a “series” of Securities).
Sysco also announced that it has increased the previously announced
tender cap from $200,000,000 to $230,538,000 combined aggregate
principal amount of the Securities (subject to further increase, in
its sole discretion, the “Tender Cap”). Except as described in this
press release, all other terms of the Offer as described in the
Offer Documents (as defined below) remain unchanged.
On March 8, 2018, Sysco commenced the Offer in accordance with
the terms and conditions set forth in the offer to purchase, dated
March 8, 2018 (the “Offer to Purchase”), and the related letter of
transmittal (together with the Offer to Purchase, the “Offer
Documents”), sent to holders of the Securities. As of 5:00 p.m.,
New York City time, on March 21, 2018 (the “Early Tender Time”),
Securities were validly tendered and not validly withdrawn as set
forth in the table below:
Title of Security |
CUSIP Numbers |
PrincipalAmountOutstandingPrior
to theTender Offer |
PrincipalAmountTenderedas
of theEarly
TenderTime |
Percentage
ofOutstandingPrincipalAmountTendered(1) |
AcceptancePriority Level |
6.625%
Senior Notes due 2039 |
871829 AN7 |
$250,000,000 |
$46,993,000 |
18.80% |
1 |
7.160%
Debentures due 2027 |
871829 AD9 |
$50,000,000 |
$5,724,000 |
11.45% |
2 |
6.500%
Debentures due 2028 |
871829 AF4 |
$225,000,000 |
$61,946,000 |
27.53% |
3 |
5.375%
Senior Notes due 2035 |
871829 AJ6 |
$500,000,000 |
$115,875,000 |
23.18% |
4 |
(1) Rounded to the nearest one hundredth of one
percent.
The amount of each series of Securities accepted for purchase
will be determined pursuant to the terms of the Offer as set forth
in the Offer Documents.
As set forth in the Offer to Purchase, holders who validly
tendered and did not validly withdraw their Securities at or prior
to the Early Tender Time and whose Securities are accepted for
purchase will receive the Full Tender Offer Consideration, which
will be determined at 11:00 a.m., New York City time, today, March
22, 2018, and which includes an early tender payment of $50 per
$1,000 principal amount of Securities. Holders of such Securities
accepted for purchase will receive accrued and unpaid interest
from, and including, the last interest payment date for their
tendered Securities to, but not including, the early settlement
date, which is expected to be March 23, 2018, rounded to the
nearest cent.
In accordance with the terms of the Offer, the withdrawal
deadline for the Offer was 5:00 p.m., New York City time, on March
21, 2018, and has not been extended for any series of Securities.
Securities tendered may no longer be withdrawn unless otherwise
required by law. The Offer will expire at 11:59 p.m., New York City
time, on April 4, 2018, unless extended or earlier terminated by
Sysco, with respect to any or all series of
Securities. Although the Offer is scheduled to expire at 11:59
p.m., New York City time, on April 4, 2018, because holders of
Securities subject to the Offer validly tendered and did not
validly withdraw Securities at or prior to the Early Tender Time in
an amount at least equal to the Tender Cap, Sysco does
not expect to accept for purchase any tenders of Securities after
the Early Tender Time.
The Offer is subject to the satisfaction or waiver of certain
conditions as specified in the Offer to Purchase.
Capitalized terms used in this press release and not defined
herein have the meanings given to them in the Offer to
Purchase.
Goldman Sachs & Co. LLC is acting as dealer manager for the
Offer. For additional information regarding the terms of the Offer,
please contact: Goldman Sachs & Co. LLC toll-free at (800)
828-3182 or collect at (212) 357-0215. Requests for the Offer
Documents may be directed to D. F. King & Co., Inc., which is
acting as the Depositary and Information Agent for the Offer, at
(866) 796-3419 (toll-free), or by email at syy@dfking.com.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT
AN OFFER OR SOLICITATION TO PURCHASE SECURITIES. THE OFFER IS BEING
MADE SOLELY PURSUANT TO THE OFFER DOCUMENTS, WHICH SET FORTH THE
COMPLETE TERMS OF THE OFFER AND SHOULD BE READ CAREFULLY PRIOR TO
MAKING ANY DECISION WITH RESPECT TO THE OFFER.
NONE OF SYSCO, THE DEALER MANAGER, THE DEPOSITARY, THE
INFORMATION AGENT, THE APPLICABLE TRUSTEE UNDER THE INDENTURE
GOVERNING THE SECURITIES OR ANY OF THEIR RESPECTIVE AFFILIATES
MAKES ANY RECOMMENDATION AS TO WHETHER HOLDERS SHOULD TENDER
SECURITIES PURSUANT TO THE OFFER.
THE OFFER DOCUMENTS DO NOT CONSTITUTE AN OFFER OR SOLICITATION
TO PURCHASE SECURITIES IN ANY JURISDICTION IN WHICH, OR TO OR FROM
ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION UNDER APPLICABLE SECURITIES OR BLUE SKY LAWS. IN ANY
JURISDICTION IN WHICH THE SECURITIES, BLUE SKY OR OTHER LAWS
REQUIRE THE OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE
OFFER WILL BE DEEMED TO BE MADE ON BEHALF OF SYSCO BY THE DEALER
MANAGER, IF THE DEALER MANAGER IS A LICENSED BROKER OR DEALER UNDER
THE LAWS OF SUCH JURISDICTION, OR BY ONE OR MORE REGISTERED BROKERS
OR DEALERS THAT ARE LICENSED UNDER THE LAWS OF SUCH
JURISDICTION.
About Sysco
Sysco is the global leader in selling, marketing and
distributing food products to restaurants, healthcare and
educational facilities, lodging establishments and other customers
who prepare meals away from home. Its family of products also
includes equipment and supplies for the foodservice and hospitality
industries. With over 65,000 associates, the Company operates
approximately 300 distribution facilities worldwide and serves more
than 500,000 customer locations. For fiscal 2017 that ended July 1,
2017, the Company generated sales of more than $55 billion.
Forward-Looking Statements
Statements made in this news release that look forward in time
or that express management’s beliefs, expectations or hopes are
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking
statements reflect the views of management at the time such
statements are made and are subject to a number of risks,
uncertainties, estimates, and assumptions that may cause actual
results to differ materially from current expectations. These
statements include expectations regarding the completion and timing
of the Offer. For a discussion of additional factors
impacting Sysco’s business, see the Company’s Annual Report on Form
10-K for the year ended July 1, 2017, as filed with the Securities
and Exchange Commission (the “SEC”), and the Company’s subsequent
filings with the SEC. Sysco does not undertake to update its
forward-looking statements, except as required by applicable
law.
Media contact:
Camilla Zuckero Director, External
Communications
zuckero.camilla@corp.sysco.com
T
281-899-1839
Investor Contact:
Neil RussellT 281-584-1308
Sysco (NYSE:SYY)
Historical Stock Chart
From Mar 2024 to Apr 2024
Sysco (NYSE:SYY)
Historical Stock Chart
From Apr 2023 to Apr 2024