Item 1.01 Entry into a Material Definitive Agreement.
On
The terms of the Notes will be governed by the Indenture dated as of
The offering of the Notes is expected to close on
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
The Underwriting Agreement contains customary representations, warranties and agreements of Sysco, and customary conditions to closing, indemnification rights and termination provisions. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto.
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The Underwriters and their respective affiliates are full service financial
institutions engaged in various activities, which may include sales and trading,
commercial and investment banking, advisory, investment management, investment
research, principal investment, hedging, market making, brokerage and other
financial and non-financial activities and services. Affiliates of certain of
the Underwriters are lenders under Sysco's credit facility. The Underwriters and
their respective affiliates have provided, and may in the future provide, a
variety of these services to Sysco and its affiliates, for which they received
or will receive customary fees and expenses. In addition, certain of the
Underwriters or their respective affiliates are holders of a portion of the
5.650% Notes or 3.550% Notes and, therefore, will receive a portion of the net
proceeds from the offering. Additionally,
Cautionary Statement Regarding Forward-Looking Statements
Statements made in this Current Report on Form 8-K 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, but are
not limited to, the expected closing of the offering of the Notes, the intended
use of proceeds from the offering of the Notes, and the redemption of the 5.650%
Notes and the 3.550% Notes, which are subject to risks and uncertainties, such
as general economic conditions and other risks and uncertainties. For a
discussion of additional factors impacting Sysco's business, see Sysco's Annual
Report on Form 10-K for the year ended
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 1.1 Underwriting Agreement datedDecember 1, 2021 amongSysco Corporation , the Guarantors listed on Schedule I thereto, andBofA Securities, Inc. ,Goldman Sachs & Co. LLC ,J.P. Morgan Securities LLC ,TD Securities (USA) LLC andWells Fargo Securities, LLC , as representatives of the several underwriters listed on Schedule II thereto. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). - 3 -
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