Item 1.01 Entry into a Material Definitive Agreement.
On
Sysco intends to use the net proceeds from the offering of the Notes, together
with cash on hand, if necessary, to fund the redemption of all of Sysco's
outstanding 5.650% Senior Notes due 2025 (the "5.650% Notes") and 3.550% Senior
Notes due 2025 (the "3.550% Notes"). Any excess net proceeds will be used for
general corporate purposes. The redemption price for the senior notes of each
such series to be redeemed will be the principal amount of such senior notes
plus a "make-whole" amount determined in accordance with the indenture governing
such senior notes and accrued and unpaid interest to the applicable redemption
date. The redemption date for the 5.650% Notes and the 3.550% Notes is
The Notes are being offered and sold under a Registration Statement on Form S-3
(Registration No. 333-259146) and are described in a Prospectus Supplement dated
At Sysco's 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 2031 Notes before the date that is three months prior to the maturity date or (ii) the 2051 Notes before the date that is six months prior to the maturity date, Sysco will pay an amount equal to the greater of (A) 100% of the principal amount of the Notes to be redeemed or (B) 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 2031 Notes or 2051 Notes matured on the applicable dates 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 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.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 of this report is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Shell Company Transactions.
Not applicable. (d) Exhibits. Exhibit Number Description 4.1 Forty-Second Supplemental Indenture dated as ofDecember 14, 2021 among Sysco, the Guarantors and the Trustee relating to the 2031 Notes. 4.2 Form of 2.450% Senior Note dueDecember 14, 2031 (included as Annex A to Exhibit 4.1 above). 4.3 Forty-Third Supplemental Indenture dated as ofDecember 14, 2021 among Sysco, the Guarantors and the Trustee relating to the 2051 Notes. 4.4 Form of 3.150% Senior Note dueDecember 14, 2051 (included as Annex A to Exhibit 4.3 above). 5.1 Opinion ofBracewell LLP . 23.1 Consent ofBracewell LLP (included in Exhibit 5.1 above). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). - 3 -
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