Sysco (SYY) investor relations material

Deal rationale and strategic fit

• The acquisition creates a leading nationwide multi-channel foodservice provider, expanding into the high-margin, resilient cash and carry channel and combining complementary business models with minimal customer overlap.

• Restaurant Depot’s cash and carry model targets value-seeking, smaller restaurants, while the acquirer focuses on higher-touch delivery and consultative services, delivering an end-to-end value proposition across all customer types.

• The deal enables entry into the $60–$70 billion cash and carry market, broadening reach to over 725,000 independent foodservice operators and enhancing value for small businesses.

• Leverages complementary geographic footprints and product portfolios for improved service, growth, and diversification, with Restaurant Depot operating as a standalone segment retaining its leadership and headquarters.

• The acquisition is expected to accelerate growth, profitability, and shareholder returns for the combined entity.

Financial terms and conditions

• Transaction valued at $29.1 billion: $21.6 billion in cash and 91.5 million shares, representing 14.6x operating income or 13x including $250M annualized net cost synergies.

• Cash portion funded by $21 billion in new debt, $1 billion from cash/equity, and 19.1% of shares issued to Restaurant Depot shareholders, who will own about 16% of the combined company.

• Expected leverage of 4.5x at closing, with a plan to delever by at least 1x EBITDA within 24 months.

• Combined 2025 pro forma revenues near $100 billion, EBITDA $6.4 billion, and free cash flow $5.5 billion.

• Share repurchase program paused until deleveraging targets are met; dividend maintained.

Synergies and expected cost savings

• $250 million in annualized net cost synergies expected within three years, mainly from procurement, merchandising, and supply chain efficiencies.

• Synergies include SKU harmonization, supplier funding, private label optimization, and logistics improvements.

• Synergies represent about 12.5% of Jetro’s operating income.

• No revenue synergies are included in the model, but cross-selling and loyalty programs are seen as future upside.

• Synergies to be achieved with minimal operational integration and no planned disruptions.