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Acquisitions
9 Months Ended
Mar. 29, 2014
Acquisitions [Abstract]  
Acquisitions

 

12.  ACQUISITIONS 

 

During the first 39 weeks of fiscal 2014, in the aggregate, the company paid cash of $40.5 million for acquisitions made during fiscal 2014.  Acquisitions in the first 39 weeks of fiscal 2014 were immaterial, individually and in the aggregate, to the consolidated financial statements. 

 

Certain acquisitions involve contingent consideration typically payable over periods up to five years only in the event that certain operating results are attained.  As of March 29, 2014, aggregate contingent consideration amounts outstanding relating to completed acquisitions were $92.9  million, of which $25.3 million could result in the recording of additional goodwill when paid and $57.1 million was recorded as earnout liabilities as of March 29, 2014.

 

In the second quarter of fiscal 2014, the company announced an agreement to merge with US Foods.  US Foods is a leading foodservice distributor in the U.S. that markets and distributes fresh, frozen and dry food and non-food products to more than 200,000 foodservice customers including independently owned single location restaurants, regional and national chain restaurants, healthcare and educational institutions, hotels and motels, government and military organizations and retail locations.  Following completion of the proposed merger, the combined company will continue to be named Sysco and headquartered in Houston, Texas.  As of the time the merger agreement was announced in December 2013, Sysco agreed to pay approximately $3.5 billion for the equity of US Foods, comprised of $3 billion of Sysco common stock and $500 million of cash.  As part of the transaction, Sysco will also assume or refinance US Foods’ net debt, which was approximately $4.7 billion as of September 28, 2013, bringing the total enterprise value to $8.2 billion at the time of the merger announcement.  As of April 26, 2014, the merger consideration is estimated as follows:  approximately $3.6 billion for the equity of US Foods, comprised of $3.1 billion of Sysco common stock valued using the seven day average through April 25, 2014, and $500 million of cash.  US Foods' net debt to be assumed or refinanced was approximately $4.8 billion as of December 28, 2013, bringing the total enterprise value to $8.4 billion as of April 26, 2014.  The value of Sysco’s common stock and the amount of US Foods’ net debt will fluctuate.  As such, the components of the transaction and total enterprise value noted above will not be finalized until the merger is consummated.  Sysco has secured a fully committed bridge financing that could be used for funding a portion of the purchase price.  After completion of the transaction, the equity holders of US Foods will own approximately 87 million shares, or roughly 13% of Sysco.  A representative from each of US Foods’ two majority shareholders will join Sysco’s Board of Directors upon closing.  This merger is currently pending a regulatory review process by the Federal Trade Commission.  The company estimates the merger will close in the first quarter of fiscal 2015.  Under certain conditions, including lack of regulatory approval, Sysco would be obligated to pay $300 million to the owners of US Foods if the merger was cancelled.