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SYY > SEC Filings for SYY > Form 8-K on 12-Jun-2012All Recent SEC Filings

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Form 8-K for SYSCO CORP


12-Jun-2012

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation


Item 1.01 Entry into Material Definitive Agreement.

On June 6, 2012, with respect to the offering and sale of $300,000,000 aggregate principal amount of its 0.55% Senior Notes due 2015 (the "2015 Notes") and $450,000,000 aggregate principal amount of its 2.60% Senior Notes due 2022 (the "2022 Notes" and, together with the 2015 Notes, the "Notes"), Sysco Corporation
("Sysco") entered into an Underwriting Agreement (the "Underwriting Agreement")
with Goldman, Sachs & Co., as representative of the several underwriters listed in Schedule II thereto (the "Underwriters").

The Notes are being offered and sold under a Registration Statement on Form S-3 (Registration No. 333-179582) (the "Registration Statement") and are described in a Prospectus Supplement dated June 6, 2012. The notes initially are fully and unconditionally guaranteed by Sysco's direct and indirect wholly owned subsidiaries that guarantee Sysco's other senior notes issued under the indenture governing the notes (the "Guarantors"). Interest on the Notes will be paid semi-annually on June 12 and December 12, beginning December 12, 2012. The terms of the 2015 Notes are more fully described in the Fourteenth Supplemental Indenture, and the terms of the 2022 Notes are more fully described in the Fifteenth Supplemental Indenture, dated as of June 12, 2012 (the "Supplemental Indentures") among Sysco, as Issuer, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the "Trustee"). The Supplemental Indentures were entered into in accordance with the provisions of the Indenture dated as of June 15, 1995 between Sysco and the Trustee, as amended and supplemented by the Thirteenth Supplemental Indenture dated as of February 17, 2012 between Sysco, the Guarantors and the Trustee.

The Underwriting Agreement, the Supplemental Indentures, and the form of the Notes are filed as Exhibits to this Current Report on Form 8-K, and incorporated herein by reference.



Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this report is incorporated herein by reference.



Item 9.01 Financial Statement and Exhibits.

(d) Exhibits.

Exhibit Number         Description
1.1                    Underwriting Agreement dated June 6, 2012 between Sysco, the
                       Guarantors and Goldman, Sachs & Co., as representative of the
                       several underwriters listed on Schedule II thereto

4.1                    Fourteenth Supplemental Indenture dated as of June 12, 2012
                       among Sysco, the Guarantors and the Trustee relating to the
                       2015 Notes

4.2                    Form of 0.55% Senior Note due June 12, 2015 (included as
                       Annex A to Exhibit 4.1 above)

4.3                    Fifteenth Supplemental Indenture dated as of June 12, 2012
                       among Sysco, the Guarantors and the Trustee relating to the
                       2022 Notes

- 2 -



4.4 Form of 2.60% Senior Note due June 12, 2022 (included as Annex A to Exhibit 4.3 above)

5.1 Opinion of Bracewell & Giuliani LLP

23.1 Consent of Bracewell & Giuliani LLP (included in Exhibit 5.1 above)

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