$21.6B Jetro Restaurant Depot acquisition creates major financing, leverage and execution risks

Key Facts

• On March 30, 2026, Sysco entered into a merger agreement to combine Sysco, Jetro Restaurant Depot and Warehouse Realty under Sysco Holdings; the transactions had not yet been completed.
• The proposed acquisition consideration consists of $21.6 billion in cash, subject to customary adjustments, and 91.5 million shares of Sysco Holdings common stock; Jetro Restaurant Depot equity holders are expected to own approximately 16% of Sysco Holdings after closing.
• Sysco and Jetro Restaurant Depot expect to complete the transactions by the first calendar quarter of 2027; if the mergers are cancelled under specified conditions, Sysco will pay $1.164 billion to Jetro Restaurant Depot’s owners.
• Sysco entered into a $3.0 billion term loan credit agreement, reduced its bridge facility commitments to $19 billion, and later established a $750 million delayed-draw term loan facility, after which bridge commitments were further reduced to $18.25 billion.
• Sysco expects to raise approximately $1 billion in new equity to help fund the cash consideration and related expenses; the offering is not conditioned on completion of the acquisition.

Source

View the source SEC filing