SYSCO CORP — Capital/Financing Update 2021

Dec 1, 2021

FWP 1 d410309dfwp.htm FWP FWP

Filed Pursuant to Rule 433

Issuer Free Writing Prospectus dated December 1, 2021

Relating to Preliminary Prospectus Supplement dated December 1, 2021 to

Prospectus dated August 30, 2021

Registration No. 333-259146

FINAL PRICING TERMS

SYSCO CORPORATION

$450,000,000 2.450% Senior Notes due 2031

$800,000,000 3.150% Senior Notes due 2051

Issuer:	Sysco Corporation
Expected Ratings*:	Baa1 (Negative) by Moody’s Investors Service, Inc. BBB (Stable) by Standard & Poor’s Ratings Services BBB (Negative) by Fitch Ratings, Inc.
Guarantee:	Unconditionally guaranteed by certain subsidiaries of Sysco Corporation
Title of Security:	2.450% Senior Notes due 2031	3.150% Senior Notes due 2051
Principal Amount:	$450,000,000	$800,000,000
Maturity Date:	December 14, 2031	December 14, 2051
Coupon:	2.450%	3.150%
Interest Payment Dates:	June 14 and December 14, commencing June 14, 2022	June 14 and December 14, commencing June 14, 2022
Price to Public:	99.578% of the principal amount	99.308% of the principal amount
Benchmark Treasury:	1.375% due November 15, 2031	2.000% due August 15, 2051
Benchmark Treasury Yield:	1.448%	1.786%
Spread to Benchmark Treasury:	T + 105 bps	T + 140 bps
Yield to Maturity:	2.498%	3.186%
Optional Redemption Provision:
Make-Whole Call:	T + 20 bps	T + 25 bps
Par Call:	On or after September 14, 2031 (3 months prior to maturity)	On or after June 14, 2051 (6 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:	December 1, 2021
Expected Settlement Date**:	T + 9; December 14, 2021
CUSIP/ISIN Numbers:	871829BQ9 / US871829BQ93	871829BR7 / US871829BR76

Joint Book-Running Managers:	BofA Securities, Inc. Goldman Sachs & Co. LLC J.P. Morgan Securities LLC TD Securities (USA) LLC Wells Fargo Securities, LLC Deutsche Bank Securities Inc. HSBC Securities (USA) Inc. U.S. Bancorp Investments, Inc.
Co-Managers:	PNC Capital Markets LLC Santander Investment Securities Inc. Siebert Williams Shank & Co., LLC Truist Securities, Inc. Academy Securities, Inc. Barclays Capital Inc. BNP Paribas Securities Corp. CastleOak Securities, L.P. Lloyds Securities Inc. Rabo Securities USA, Inc. Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc.

*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 expects delivery of the notes will be made against payment therefor on or about December 14, 2021, which is the ninth business day following the date of pricing of the notes (such settlement being referred to as “T+9”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes more than two business days prior to the scheduled settlement date will be required, by virtue of the fact that the notes initially will settle in T+9, to specify an alternate settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisers.

No PRIIPs KID — No PRIIPs key information document (“KID”) has been prepared as not available to retail in EEA.

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 website 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 BofA Securities, Inc. toll-free at 1-800-294-1322, Goldman Sachs & Co. LLC toll free at 1-866-471-2526, J.P. Morgan Securities LLC collect at 212-834-4533, TD Securities (USA) LLC toll free at 1-855-495-9846 or Wells Fargo Securities, LLC toll free at 1-800-645-3751.