SUBSEQUENT EVENTS

9 Months Ended

Mar. 28, 2026

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

On March 30, 2026, Sysco Corporation entered into an agreement (the Merger Agreement) to acquire Jetro Restaurant

Depot (JRD), a leading U.S. wholesale cash-and-carry foodservice provider serving smaller, independent restaurants and

businesses. JRD operates 167 large-format warehouse stores across 35 states that serve more than 725,000 independent

restaurants and foodservice operators with a broad assortment of fresh and low-priced products.

Sysco has agreed to pay approximately $29.1 billion to JRD shareholders, comprising of approximately $21.6 billion

in cash, subject to customary adjustments, and 91.5 million shares of Sysco common stock. Following the transaction, JRD’s

equity holders are expected to hold approximately 16% of the outstanding common stock of Sysco in the aggregate.

The cash portion of the purchase price is expected to be financed with a combination of new senior unsecured notes,

hybrid debt, cash on hand and equity or equity-linked securities. Sysco has executed a commitment letter for a $22 billion

senior unsecured 364-day bridge loan facility that could be used to fund the cash portion of the purchase price and pay related

fees and expenses. Subsequent to the execution of the commitment letter for the bridge loan facility, Sysco entered into a

$3 billion senior unsecured delayed draw term loan facility, comprising a $1.25 billion 364-day tranche and a $1.75 billion 2-

year tranche, reducing the bridge loan facility commitments from $22 billion to $19 billion. Fees paid upfront for this facility as

of April 10, 2026 total $88 million and will be amortized to interest expense within our statement of consolidated results of

operations over the expected life of the bridge facility unless it is terminated at an earlier date. Additional fees will apply at later

stages.

We have executed cash-settled deal contingent rate lock transactions to mitigate interest rate risk on $6.3 billion of

future permanent debt that could potentially be issued to finance the purchase of JRD. As these interest rate lock transactions

are contingent upon whether the transaction is successfully consummated, we have not elected to apply hedge accounting at this

time and any unrealized gains or losses will be recognized in Other income and expense within our statement of consolidated

results of operations.

On April 16, 2026, Sysco entered into a new long-term revolving credit facility, which replaces Sysco’s existing

$3.0 billion senior revolving credit facility that was originally entered into on September 5, 2025. The aggregate commitments

of the lenders under the new revolving credit agreement are $3.0 billion, and such commitments will increase to $4.0 billion

after the acquisition of JRD is complete. The new revolving credit agreement has an option to increase such commitments to

$5.0 billion. The new facility includes a covenant requiring Sysco to maintain a ratio of consolidated EBITDA to consolidated

interest expense of 3.0 to 1.0 over four consecutive fiscal quarters, which is consistent with our previous revolving credit

facility. The new revolving credit facility expires on April 16, 2031.

This transaction is expected to close by the third quarter of Sysco’s fiscal 2027, subject to the satisfaction of customary

closing conditions, including regulatory clearance under the Hart-Scott-Rodino Act. If the Merger Agreement is terminated due

to a failure to obtain required regulatory clearances, Sysco has agreed to pay JRD a termination fee of $1.164 billion.