SYSCO CORP — Capital/Financing Update 2025

Feb 13, 2025

FWP 1 d848247dfwp.htm FWP FWP

Filed Pursuant to Rule 433

Issuer Free Writing Prospectus dated February 13, 2025

Relating to Preliminary Prospectus Supplement dated February 13, 2025 to

Prospectus dated August 28, 2024

Registration No. 333-281830

FINAL PRICING TERMS

SYSCO CORPORATION

$700,000,000 5.100% Senior Notes due 2030

$550,000,000 5.400% Senior Notes due 2035

Issuer:	Sysco Corporation
Expected Ratings*:	Baa1 (Stable) by Moody’s Investors Service, Inc. BBB (Stable) by Standard & Poor’s Ratings Services BBB (Stable) by Fitch Ratings, Inc.
Guarantee:	Unconditionally guaranteed by certain subsidiaries of Sysco Corporation
Title of Security:	5.100% Senior Notes due 2030	5.400% Senior Notes due 2035
Principal Amount:	$700,000,000	$550,000,000
Maturity Date:	September 23, 2030	March 23, 2035
Coupon:	5.100%	5.400%
Interest Payment Dates:	March 23 and September 23, commencing September 23, 2025	March 23 and September 23, commencing September 23, 2025
Price to Public:	99.975% of the principal amount	99.924% of the principal amount
Benchmark Treasury:	4.250% due January 31, 2030	4.250% due November 15, 2034
Benchmark Treasury Yield:	4.404%	4.539%
Spread to Benchmark Treasury:	T + 70 bps	T + 87 bps
Yield to Maturity:	5.104%	5.409%
Optional Redemption Provision:
Make-Whole Call:	T + 15 bps	T + 15 bps
Par Call:	On or after August 23, 2030 (one month prior to maturity)	On or after December 23, 2034 (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, but not including, the date of repurchase.
Trade Date:	February 13, 2025
Expected Settlement Date**:	T + 7; February 25, 2025
CUSIP/ISIN Numbers:	871829BU0 / US871829BU06	871829BV8 / US871829BV88

| 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. PNC Capital Markets LLC Truist Securities, Inc. U.S. Bancorp Investments, Inc. |
| --- | --- |
| Co-Managers: | Scotia Capital (USA) Inc. SMBC Nikko Securities
America, Inc. Barclays Capital Inc. BMO Capital Markets
Corp. BNP Paribas Securities Corp. Huntington Securities,
Inc. Lloyds Securities Inc. Rabo Securities USA, Inc. Zions Direct, Inc. Siebert Williams Shank & Co., LLC Independence Point Securities LLC AmeriVet Securities, 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 February 25, 2025, which is the 7th business day following the date of pricing of the notes (such settlement being referred to as “T+7”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes more than one business day prior to the scheduled settlement date will be required, by virtue of the fact that the notes initially will settle in T+7, 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.