SYSCO CORP — Capital/Financing Update 2015

Sep 23, 2015

FWP 1 d29405dfwp.htm FWP FWP

Filed Pursuant to Rule 433

Issuer Free Writing Prospectus dated September 23, 2015

Relating to Preliminary Prospectus Supplement dated September 23, 2015 to

Prospectus dated August 25, 2015

Registration No. 333-206568

FINAL PRICING TERMS

$750,000,000 2.60% Senior Notes due 2020
Issuer:	Sysco Corporation
Guarantee:	Unconditionally guaranteed by certain subsidiaries of Sysco Corporation
Title of Security:	2.60% Senior Notes due 2020
Principal Amount:	$750,000,000
Maturity Date:	October 1, 2020
Coupon:	2.600%
Interest Payment Dates:	April 1 and October 1, commencing April 1, 2016
Price to Public:	99.809% of the principal amount
Benchmark Treasury:	1.375% due August 31, 2020
Benchmark Treasury Yield:	1.441%
Spread to Benchmark Treasury:	T + 120 bps
Yield to Maturity:	2.641%
Optional Redemption Provision:
Make-Whole Call:	T + 20 bps
Par Call:	On or after September 1, 2020 (one month prior to maturity)
Change of Control:	Upon the occurrence of both (i) a change of control of Sysco Corporation and (ii) a downgrade of the notes below an investment grade within a specified period, as more particularly described in the preliminary prospectus
supplement, Sysco Corporation will be required to make an offer to purchase the notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest to the date of repurchase.
Trade Date:	September 23, 2015
Expected Settlement Date:	T + 3; September 28, 2015
CUSIP/ISIN Numbers:	871829 AX5 / US871829AX53
Anticipated Ratings*:	A2 (Negative) by Moody’s Investors Service, Inc. A- (Negative) by Standard & Poor’s Ratings Services
Joint Book-Running Managers:	Goldman, Sachs & Co. J.P. Morgan
Securities LLC TD Securities (USA) LLC Wells Fargo
Securities, LLC HSBC Securities (USA) Inc. U.S. Bancorp
Investments, Inc.
Co-Managers:	PNC Capital Markets LLC Santander Investment
Securities Inc. The Williams Capital Group, L.P. BB&T
Capital Markets, a division of BB&T Securities, LLC Rabo Securities USA, Inc. BNY Mellon Capital Markets, LLC Comerica Securities,
Inc.

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$750,000,000 3.75% Senior Notes due 2025
Issuer:	Sysco Corporation
Guarantee:	Unconditionally guaranteed by certain subsidiaries of Sysco Corporation
Title of Security:	3.75% Senior Notes due 2025
Principal Amount:	$750,000,000
Maturity Date:	October 1, 2025
Coupon:	3.750%
Interest Payment Dates:	April 1 and October 1, commencing April 1, 2016
Price to Public:	100.00% of the principal amount
Benchmark Treasury:	2.000% due August 15, 2025
Benchmark Treasury Yield:	2.150%
Spread to Benchmark Treasury:	T + 160 bps
Yield to Maturity:	3.750%
Optional Redemption Provision:
Make-Whole Call:	T + 25 bps
Par Call:	On or after July 1, 2025 (three months prior to maturity)
Change of Control:	Upon the occurrence of both (i) a change of control of Sysco Corporation and (ii) a downgrade of the notes below an investment grade within a specified period, as more particularly described in the preliminary prospectus
supplement, Sysco Corporation will be required to make an offer to purchase the notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest to the date of repurchase.
Trade Date:	September 23, 2015
Expected Settlement Date:	T + 3; September 28, 2015
CUSIP/ISIN Numbers:	871829 AZ0 / US871829AZ02
Anticipated Ratings*:	A2 (Negative) by Moody’s Investors Service, Inc. A- (Negative) by Standard & Poor’s Ratings Services
Joint Book-Running Managers:	Goldman, Sachs & Co. J.P. Morgan
Securities LLC TD Securities (USA) LLC Wells Fargo
Securities, LLC HSBC Securities (USA) Inc. U.S. Bancorp
Investments, Inc.
Co-Managers:	PNC Capital Markets LLC Santander Investment
Securities Inc. The Williams Capital Group, L.P. BB&T
Capital Markets, a division of BB&T Securities, LLC Rabo Securities USA, Inc. BNY Mellon Capital Markets, LLC Comerica Securities,
Inc.

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$500,000,000 4.85% Senior Notes due 2045
Issuer:	Sysco Corporation
Guarantee:	Unconditionally guaranteed by certain subsidiaries of Sysco Corporation
Title of Security:	4.85% Senior Notes due 2045
Principal Amount:	$500,000,000
Maturity Date:	October 1, 2045
Coupon:	4.850%
Interest Payment Dates:	April 1 and October 1, commencing April 1, 2016
Price to Public:	99.921% of the principal amount
Benchmark Treasury:	3.000% due May 15, 2045
Benchmark Treasury Yield:	2.955%
Spread to Benchmark Treasury:	T + 190 bps
Yield to Maturity:	4.855%
Optional Redemption Provision:
Make-Whole Call:	T + 30 bps
Par Call:	On or after April 1, 2045 (six months prior to maturity)
Change of Control:	Upon the occurrence of both (i) a change of control of Sysco Corporation and (ii) a downgrade of the notes below an investment grade within a specified period, as more particularly described in the preliminary prospectus
supplement, Sysco Corporation will be required to make an offer to purchase the notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest to the date of repurchase.
Trade Date:	September 23, 2015
Expected Settlement Date:	T + 3; September 28, 2015
CUSIP/ISIN Numbers:	871829 AY3 / US871829AY37
Anticipated Ratings*:	A2 (Negative) by Moody’s Investors Service, Inc. A- (Negative) by Standard & Poor’s Ratings Services
Joint Book-Running Managers:	Goldman, Sachs & Co. J.P. Morgan
Securities LLC TD Securities (USA) LLC Wells Fargo
Securities, LLC HSBC Securities (USA) Inc. U.S. Bancorp
Investments, Inc.
Co-Managers:	PNC Capital Markets LLC Santander Investment
Securities Inc. The Williams Capital Group, L.P. BB&T
Capital Markets, a division of BB&T Securities, LLC Rabo Securities USA, Inc. BNY Mellon Capital Markets, LLC Comerica Securities,
Inc.

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*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

The issuer has filed a registration statement (including a prospectus) and related preliminary prospectus supplement with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus supplement for this offering, the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Goldman, Sachs & Co. toll free at 1-866-471-2526, J.P. Morgan Securities LLC at 212-834-4533, TD Securities (USA) LLC at 1-855-495-9846 and Wells Fargo Securities, LLC at 1-800-645-3751.

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