Sysco Corporation Announces Cash Tender Offer To Purchase Outstanding Senior Notes And Debentures

HOUSTON, March 08, 2018 (GLOBE NEWSWIRE) -- Sysco Corporation (NYSE:SYY) ("Sysco," the "Company," "we," "our" or similar terms) today announced the commencement of a cash tender offer to purchase up to $200,000,000 (subject to increase, in our sole discretion, the "Tender Cap") combined aggregate principal amount (the "Offer") of Sysco's outstanding 6.625% Senior Notes due 2039 (the "6.625% Senior Notes"), 7.160% Debentures due 2027 (the "7.160% Debentures"), 6.500% Debentures due 2028 (the "6.500% Debentures") and 5.375% Senior Notes due 2035 (the "5.375% Senior Notes" and, together with the 6.625% Senior Notes, the 7.160% Debentures and the 6.500% Debentures, the "Securities," and each, a "series" of Securities), at a purchase price determined based on the yield to maturity of the applicable U.S. Treasury reference security specified in the table below plus the applicable Fixed Spread, as further described in Sysco's Offer to Purchase (as defined below).
Title of Security CUSIP Numbers Principal Amount Outstanding Acceptance Priority Level Fixed Spread (basis points) UST Reference Security Bloomberg Reference Page
6.625% Senior Notes due 2039 871829 AN7 $250,000,000 1 +105 bps November 15, 2047 PX1
7.160% Debentures due 2027 871829 AD9 $50,000,000 2 +88 bps February 15, 2028 PX1
6.500% Debentures due 2028 871829 AF4 $225,000,000 3 +90 bps February 15, 2028 PX1
5.375% Senior Notes due 2035 871829 AJ6 $500,000,000 4 +105 bps November 15, 2047 PX1
             

The Offer will expire at 11:59 p.m., New York City time, on April 4, 2018, unless extended or earlier terminated by Sysco with respect to any or all series of Securities (such date and time, as the same may be extended, the "Expiration Time"). Holders must validly tender and not validly withdraw their Securities at or prior to 5:00 p.m., New York City time, on March 21, 2018, unless extended by Sysco with respect to any or all series of Securities (such date and time, as the same may be extended, the "Early Tender Time") in order to be eligible to receive the Full Tender Offer Consideration (defined below), which includes an early tender payment of $50 per $1,000 principal amount of Securities (the "Early Tender Payment"). Holders that validly tender their Securities after the Early Tender Time and at or prior to the Expiration Time will not be eligible to receive the Early Tender Payment and will be eligible to receive only the Full Tender Offer Consideration minus the Early Tender Payment. In each case, Holders that validly tender Securities that are accepted for purchase by Sysco will receive accrued and unpaid interest from, and including, the last interest payment date for such Securities to, but not including, the Settlement Date (as defined below) for such Securities, in each case rounded to the nearest cent. Securities validly tendered may be withdrawn at any time on or prior to 5:00 p.m., New York City time, on March 21, 2018, with respect to any or all series of Securities, unless extended by Sysco, but not thereafter. The Depositary Trust Company and any broker, dealer, commercial bank, trust company or other nominee that holds the Securities may have earlier deadlines for tendering Securities pursuant to the Offer than the Early Tender Time or the Expiration Time.

The terms and conditions of the Offer are described in the offer to purchase, dated March 8, 2018 (the "Offer to Purchase"), and the related letter of transmittal (the "Letter of Transmittal" and, together with the Offer to Purchase, the "Offer Documents").

Tendered Securities will be accepted in the order of the acceptance priority level for such series (in numerical priority order) as set forth in the table above, with 1 being the highest acceptance priority level, and based on whether the Securities are tendered at or before the Early Tender Time or after the Early Tender Time, as described in the Offer to Purchase. Notwithstanding the acceptance priority level, if any Securities are purchased in the Offer, Securities tendered at or prior to the Early Tender Time will be accepted for purchase in priority to Securities tendered after the Early Tender Time and at or prior to the Expiration Time. Accordingly, if the Tender Cap is reached in respect of tenders made at or prior to the Early Tender Time, no Securities of any series tendered after the Early Tender Time (regardless of acceptance priority level) will be accepted for purchase, unless we increase the Tender Cap. Under certain circumstances, Sysco will accept tendered Securities of one or more of the series on a prorated basis as further described in the Offer to Purchase. Sysco reserves the right, but is not obligated, to increase the Tender Cap.

The Offer is subject to the satisfaction or waiver of certain conditions, including a financing condition, as specified in the Offer to Purchase.  Under these conditions and as more fully described in the Offer to Purchase, Sysco expressly reserves its right, but is not obligated, with respect to any or all series of Securities, to extend the Offer at any time and may amend or terminate the Offer if, before such time as any Securities have been accepted for purchase pursuant to the Offer, any condition of the Offer is not satisfied or, where applicable, waived.  The Offer is not conditioned on a minimum principal amount of Securities of all series or of any one series being tendered.

The "Full Tender Offer Consideration" payable for the Securities will be a price per $1,000 principal amount of the Securities equal to an amount that would reflect, as of the date of purchase, a yield to the maturity date of the applicable series of Securities (which is March 17, 2039 for the 6.625% Senior Notes, April 15, 2027 for the 7.160% Debentures, August 1, 2028 for the 6.500% Debentures and September 21, 2035 for the 5.375% Senior Notes) equal to the sum of (i) the Reference Yield for the applicable series of Securities, plus (ii) the applicable Fixed Spread. The Early Tender Payment is included in the amount of Full Tender Offer Consideration. See Schedule A to the Offer to Purchase for the formula to be used in determining the Full Tender Offer Consideration for the Securities.

If the Tender Cap is reached in respect of tenders made at or prior to the Early Tender Time, Securities validly tendered at or prior to the Early Tender Time will be subject to acceptance on a prorated basis. If the Tender Cap is not reached in respect of tenders made at or prior to the Early Tender Time, but is reached in respect of tenders made at or prior to the Expiration Time, Securities validly tendered after the Early Tender Time and at or prior to the Expiration Time will be subject to acceptance on a prorated basis.

Sysco may elect, but it is not obligated, following the Early Tender Time and prior to the Expiration Time, to accept for purchase the Securities validly tendered at or prior to the Early Tender Time, provided that all conditions to the Offer, including the financing condition, have been satisfied or waived by Sysco. Sysco may then settle such Securities at such time or promptly thereafter (such date of settlement, which is expected to be March 23, 2018 and is subject to change without notice, the "Early Settlement Date"). The "Final Settlement Date" is the date that Sysco settles all Securities accepted for purchase and not previously settled on the Early Settlement Date, if any, and Sysco expects such date to be one business day following the Expiration Time. Sysco refers to each of the Early Settlement Date and the Final Settlement Date as a "Settlement Date."

Capitalized terms used in this press release and not defined herein have the meanings given to them in the Offer to Purchase.

Goldman Sachs & Co. LLC is acting as dealer manager for the Offer. For additional information regarding the terms of the Offer, please contact: Goldman Sachs & Co. LLC toll-free at (800) 828-3182 or collect at (212) 357-0215. Requests for the Offer Documents may be directed to D. F. King & Co., Inc., which is acting as the Depositary and Information Agent for the Offer, at (866) 796-3419 (toll-free), or by email at syy@dfking.com.

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER OR SOLICITATION TO PURCHASE SECURITIES. THE OFFER IS BEING MADE SOLELY PURSUANT TO THE OFFER DOCUMENTS, WHICH SET FORTH THE COMPLETE TERMS OF THE OFFER AND SHOULD BE READ CAREFULLY PRIOR TO MAKING ANY DECISION WITH RESPECT TO THE OFFER.

NONE OF SYSCO, THE DEALER MANAGER, THE DEPOSITARY, THE INFORMATION AGENT, THE APPLICABLE TRUSTEE UNDER THE INDENTURE GOVERNING THE SECURITIES OR ANY OF THEIR RESPECTIVE AFFILIATES MAKES ANY RECOMMENDATION AS TO WHETHER HOLDERS SHOULD TENDER SECURITIES PURSUANT TO THE OFFER.

THE OFFER DOCUMENTS DO NOT CONSTITUTE AN OFFER OR SOLICITATION TO PURCHASE SECURITIES IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION UNDER APPLICABLE SECURITIES OR BLUE SKY LAWS. IN ANY JURISDICTION IN WHICH THE SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER WILL BE DEEMED TO BE MADE ON BEHALF OF SYSCO BY THE DEALER MANAGER, IF THE DEALER MANAGER IS A LICENSED BROKER OR DEALER UNDER THE LAWS OF SUCH JURISDICTION, OR BY ONE OR MORE REGISTERED BROKERS OR DEALERS THAT ARE LICENSED UNDER THE LAWS OF SUCH JURISDICTION.

About Sysco

Sysco is the global leader in selling, marketing and distributing food products to restaurants, healthcare and educational facilities, lodging establishments and other customers who prepare meals away from home. Its family of products also includes equipment and supplies for the foodservice and hospitality industries. With over 65,000 associates, the Company operates approximately 300 distribution facilities worldwide and serves more than 500,000 customer locations. For fiscal 2017 that ended July 1, 2017, the Company generated sales of more than $55 billion.

Forward-Looking Statements

Statements made in this news release 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 expectations regarding the completion and timing of the Offer.  For a discussion of additional factors impacting Sysco's business, see the Company's Annual Report on Form 10-K for the year ended July 1, 2017, as filed with the Securities and Exchange Commission (the "SEC"), and the Company's subsequent filings with the SEC. Sysco does not undertake to update its forward-looking statements, except as required by applicable law.

For more information contact:

Neil RussellInvestor ContactT 281-584-1308

Camilla ZuckeroMedia ContactT 281-507-7592

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