Sysco agrees to acquire Jetro Restaurant Depot for $21.6 billion in cash and stock
Sysco Corporation has agreed to acquire JRD Unico, Inc. and Warehouse Realty in a transaction valued at $21.6 billion in cash alongside 91.5 million shares of stock.
Sysco Corporation (SYY) announced in a regulatory filing that it has entered into an agreement to acquire Jetro Restaurant Depot, consisting of JRD Unico, Inc. and Warehouse Realty, LLC, for $21.6 billion in cash and 91.5 million shares of stock.
Key takeaways
- Sysco agreed to acquire Jetro Restaurant Depot for $21.6 billion in cash and 91.5 million shares of stock.
- The cash consideration and debt refinancing are supported by a combination of new debt and a $1 billion equity raise.
- Jetro generated sales of $15.81 billion and net income of $1.20 billion for the fiscal year ended December 27, 2025.
- Former equity holders of Jetro Restaurant Depot will hold approximately 16% of the combined company upon closing.
- The transaction is expected to close approximately nine to twelve months from the March 30, 2026 announcement.
Transaction structure and financing
According to the 8-K filing, Sysco entered into an Agreement and Plan of Merger on March 30, 2026. Under the terms of the transaction, Sysco Holdings Corporation will become the parent company, with Sysco, JRD, and Warehouse Realty operating as wholly-owned subsidiaries. Former holders of Sysco common stock and equity holders of Jetro Restaurant Depot will own shares of Sysco Holdings common stock, which is expected to list on the New York Stock Exchange.
To fund the cash consideration and transaction expenses, Sysco secured commitments for debt and hybrid financing, including a bridge facility, a $3 billion term loan credit agreement, and a $750 million CoBank delayed draw term loan. Sysco also plans to raise approximately $1 billion in new equity.
Jetro financial performance
For the fiscal year ended December 27, 2025, JRD Unico, Inc. and Affiliates reported combined financial results across four regional operating divisions.
Here's how the company did:
- Sales of $15.81 billion, up from $15.33 billion a year earlier.
- Net income of $1.20 billion, compared to $1.17 billion a year earlier.
- Gross profit of $2.94 billion, up from $2.83 billion a year earlier.
- Operating income of $1.94 billion, up from $1.86 billion a year earlier.
For the 26-week period ended June 27, 2026, Jetro reported sales of $8.06 billion and net income of $708.7 million.
Why it matters
The transaction combines two major entities in food distribution, scaling Sysco's cash-and-carry operations through Jetro's warehouse network. The merger agreement includes specified lock-up provisions, restricting the majority JRD holder's shares for an initial period of 18 months, with 50% released after 18 months and the remaining 50% after 24 months. Other participating holders are subject to a six-month lock-up.
By the numbers
| Metric | Value | Source |
|---|---|---|
| Cash consideration | $21.6 billion | 8-K filing |
| Stock consideration | 91.5 million shares | 8-K filing |
| Jetro 2025 sales | $15,812,178,000 | Exhibit 99.1 |
| Jetro 2025 net income | $1,196,976,900 | Exhibit 99.1 |
| Jetro H1 2026 sales | $8,061,677,100 | Exhibit 99.2 |
Closing conditions and timeline
The transaction remains subject to customary closing conditions, including the receipt of regulatory approvals and antitrust clearance. If the transaction is cancelled under specific conditions such as a lack of regulatory clearances or failure to close by the termination date, Sysco is required to pay $1.164 billion to the owners of Jetro Restaurant Depot.