Sysco details $16B Restaurant Depot acquisition, projects 45% EBITDA boost and 4.5x leverage

Sysco held an investor event on May 18, 2026, to present details of its pending acquisition of Restaurant Depot. The event featured presentations from Sysco's CEO Kevin Hourican, interim CFO Brandon Sewell, and Restaurant Depot's leadership team including Executive Chairman Stanley Fleishman, CEO Richard Kirschner, and COO Peter Claro. The presentation covered the strategic rationale, financial profile, synergies, and integration plans for combining Sysco's broadline foodservice distribution with Restaurant Depot's cash-and-carry wholesale model.

Restaurant Depot, the acquisition target, generated approximately $16 billion in revenue and $2.1 billion in adjusted EBITDA for fiscal 2025, with free cash flow of approximately $1.9 billion representing over 90% conversion. The company operates 167 locations serving approximately 725,000 local customers, primarily independent restaurants and small businesses. Restaurant Depot has demonstrated consistent growth with revenue increases in 28 of the last 30 years and adjusted EBITDA growth in 30 of the last 30 years, with a 13% adjusted EBITDA margin that management describes as sustainable. Note: these figures were previously disclosed in the company's Apr 28, 2026 8-K.

The combined Sysco-Restaurant Depot entity is projected to show significant financial improvements on a pro forma basis. Revenue would increase approximately 20%, adjusted EBITDA approximately 45%, and free cash flow approximately 55% compared to standalone Sysco. The pro forma adjusted EBITDA margin is expected to reach 6.7% (including $250 million in annualized net cost synergies), and free cash flow conversion would exceed 85%. Management projects mid-to-high single-digit adjusted EPS accretion in year one and low-to-mid-teens accretion in year two, with over $2 billion in additional annual free cash flow longer term.

Sysco disclosed its post-acquisition leverage trajectory, expecting net debt to adjusted EBITDA of approximately 4.5x at close, declining to approximately 3.5x after one year and reaching the long-term target of 2.75x within two years post-close. Management committed to approximately 1.0x net leverage reduction within 24 months and stated there will be no large-scale M&A until the target leverage is achieved. The deleveraging plan is supported by $250 million in net cost synergies fully ramping in year three and strong free cash flow generation.

As of March 28, 2026 (Q3 fiscal 2026), Sysco reported total debt of $14.0 billion, cash of $1.9 billion, and net debt of $12.1 billion. With trailing twelve-month adjusted EBITDA of $4.3 billion, the net debt to adjusted EBITDA ratio stood at 2.80x, slightly below the company's long-term target of 2.75x and providing a baseline before the Restaurant Depot acquisition closes.

Sysco disclosed that it presented to investors about its acquisition of JRD Unico, Inc. and Warehouse Realty, LLC. The presentation materials were furnished under Item 7.01 (Regulation FD Disclosure), meaning they are not formally filed but are being shared to ensure fair disclosure to all investors. The actual content of the presentation is in Exhibit 99.1.