Sysco Corp: issues $10,750,000,000 senior and $3,900,000,000 junior notes

What happened

• On Oct 6, 2026, Sysco Corporation and Sysco Holdings Corporation (each, an “Issuer” and together, the “Issuers”) issued and sold $10,750,000,000 aggregate principal amount of USD senior notes, $3,900,000,000 aggregate principal amount of USD junior subordinated notes and €1,000,000,000 aggregate principal amount of euro junior subordinated notes. The filing says the net proceeds were approximately $10,640,000,000 for the USD senior notes, $3,800,000,000 for the USD junior subordinated notes and €990,000,000 for the euro junior subordinated notes. The Issuers intend to use the net proceeds to pay a portion of the cash consideration for the pending acquisition of JRD Unico, Inc. and Warehouse Realty, LLC and related fees, costs and expenses or, if the acquisition is not consummated, to pay for the special mandatory redemption of the notes (other than the 2036 senior notes).

Key details

• USD senior notes (issued under a supplemental indenture dated Oct 6, 2026): $1,750,000,000 5.450% due Oct 6, 2029; $2,000,000,000 5.600% due Jun 6, 2031; $1,500,000,000 5.800% due Oct 6, 2033; $2,000,000,000 5.950% due Jun 6, 2036; $1,000,000,000 6.400% due Oct 6, 2046; $1,750,000,000 6.500% due Oct 6, 2056; $750,000,000 6.600% due Oct 6, 2066. The USD senior notes are unsecured and rank equally with the Issuers’ other unsecured senior indebtedness and senior to the junior subordinated notes.
• USD junior subordinated notes (issued under a base indenture and supplemental indenture dated Oct 6, 2026): $1,500,000,000 Series A at 7.100% (first reset Jan 6, 2032); $1,000,000,000 Series B at 7.250% (first reset Oct 6, 2033); $1,400,000,000 Series C at 7.350% (first reset Oct 6, 2036). Each series matures Oct 6, 2056. From and including the applicable first reset date the rates reset on five-year anniversaries based on the five-year U.S. Treasury Rate plus specified spreads; the Issuers may defer interest payments for up to ten consecutive years per deferral period.
• Euro junior subordinated notes (issued under the junior subordinated base indenture and a supplemental indenture dated Oct 6, 2026): €1,000,000,000 6.000% to Oct 6, 2032, payable annually, then resetting every five years based on the five-year swap rate plus an initial margin of 2.554% (with specified increases for later reset periods). The euro junior subordinated notes mature Oct 6, 2056 and the Issuers may defer interest payments for up to ten consecutive years per deferral period.

Why it may matter

• The filing reports Item 1.01 (entry into a material definitive agreement) and Item 2.03 (creation of a direct financial obligation) related to the issuance, guarantees, terms and ranking of the notes and the intended use of proceeds in connection with the pending acquisition. The filing does not show why the company acted.