Form 8-K
8-K — SYSCO CORP
Accession: 0001104659-26-108285
Filed: 2026-09-16
Period: 2026-09-14
CIK: 0000096021
SIC: 5140 (WHOLESALE-GROCERIES & RELATED PRODUCTS)
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — tm2625144d7_8k.htm (Primary)
EX-1.1 — EXHIBIT 1.1 (tm2625144d7_ex1-1.htm)
EX-5.1 — EXHIBIT 5.1 (tm2625144d7_ex5-1.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K — FORM 8-K
8-K (Primary)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 14, 2026
SYSCO
CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State of
Incorporation)
1-06544
(Commission
File Number)
74-1648137
(I.R.S. Employer
Identification No.)
1390
Enclave Parkway, Houston, TX 77077-2099
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including
area code: (281) 584-1390
N/A
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General
Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common Stock, $1.00 Par Value
SYY
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01 Other Events.
On September 14,
2026, with respect to the offering and sale of 12,345,679 shares of its common stock, par value $1.00 per share (“Common Stock”),
at a public offering price of $81.00 per share (the “Offering”), Sysco
Corporation (“Sysco”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Goldman
Sachs & Co. LLC, TD Securities (USA) LLC, BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives
of the several underwriters named on Schedule I thereto (the “Underwriters”). In connection with the Offering, Sysco granted
the Underwriters a 30-day option to purchase up to an additional 1,851,851 shares of Common Stock, solely to cover overallotments, if any, on the same terms. The Offering closed on September 16,
2026.
The net proceeds from the Offering, after
deducting underwriting discounts and commissions and estimated offering expenses, were approximately $967.4 million. Sysco
expects to use the net proceeds from the Offering to pay a portion of the cash consideration for its pending acquisition of JRD
Unico, Inc., a Delaware corporation and Warehouse Realty, LLC, a Delaware limited liability company and all other fees, costs and
expenses related thereto.
The Underwriting Agreement contains customary representations,
warranties, covenants and agreements of Sysco, and customary conditions to closing, indemnification rights and termination provisions.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto.
The representations and warranties set forth in
the Underwriting Agreement were made solely for the benefit of the parties to the Underwriting Agreement and (i) should not be treated
as categorical statements of fact, but rather as a means of allocating the risk to one of the parties if those statements prove to be
inaccurate, (ii) may have been qualified in the Underwriting Agreement in accordance with its terms, (iii) may apply contractual standards
of “materiality” that are different from “materiality” under applicable securities laws and (iv) were made only
as of the dates specified in the Underwriting Agreement.
The Common Stock is being offered and sold under
a Registration Statement on Form S-3 (Registration No. 333-298926) (the “Registration Statement”) and is described in a Prospectus
Supplement dated September 14, 2026.
In connection with the Offering, a legal opinion
as to the legality of the Common Stock sold in the Offering is being filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated
herein and into the Registration Statement by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
1.1
Underwriting Agreement,
dated as of September 14, 2026, by and among Sysco Corporation and Goldman Sachs & Co. LLC, TD Securities (USA) LLC, BofA Securities,
Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed on Schedule
I thereto.
5.1
Opinion of Paul, Weiss, Rifkind,
Wharton & Garrison LLP.
23.1
Consent of Paul, Weiss, Rifkind,
Wharton & Garrison LLP (included in Exhibit 5.1).
104
Cover Page Interactive Data
File (embedded within the Inline XBRL document).
2
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: September
16, 2026
Sysco Corporation
By:
/s/ Andrew Wurdack
Name:
Andrew Wurdack
Title:
Vice President, Securities and Corporate Governance & Assistant Secretary
3
EX-1.1 — EXHIBIT 1.1
EX-1.1
Filename: tm2625144d7_ex1-1.htm · Sequence: 2
Exhibit 1.1
Sysco Corporation
12,345,679 Shares of Common Stock
_________
Underwriting Agreement
September 14, 2026
Goldman Sachs & Co. LLC
TD Securities (USA) LLC
BofA Securities, Inc.
J.P. Morgan Securities LLC
Wells Fargo Securities, LLC
As representatives (the “Representatives”)
of the several Underwriters
named in Schedule I hereto,
c/o Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
c/o TD Securities (USA) LLC
1 Vanderbilt Avenue, 11th Floor
New York, New York 10017
c/o BofA Securities, Inc.
One Bryant Park
New York, New York 10036
c/o J.P. Morgan Securities LLC
270 Park Avenue
New York, New York 10017
c/o Wells Fargo Securities, LLC
500 West 33rd Street, 14th Floor
New York, New York 10001
Ladies and Gentlemen:
1
Sysco Corporation, a Delaware
corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”),
to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 12,345,679 shares (the
“Firm Securities”) and, at the election of the Underwriters, up to 1,851,851 additional shares (the “Optional Securities”)
of common stock (“Stock”) of the Company (the Firm Securities and the Optional Securities that the Underwriters elect to
purchase pursuant to Section 2 hereof being collectively called the “Securities”).
The Company and Sysco Holdings
Corporation, a Delaware corporation and a wholly owned subsidiary of the Company (“HoldCo”), Slider Merger Sub 1, Inc.,
a Delaware corporation and a wholly owned subsidiary of HoldCo (“Merger Sub 1”), Slider Merger Sub 2, Inc., a Delaware
corporation and a wholly owned subsidiary of HoldCo (“Merger Sub 2”), and Slider Merger Sub 3, LLC, a Delaware limited liability
company and a wholly owned subsidiary of HoldCo (“Merger Sub 3” and, collectively with the Company, HoldCo, Merger Sub 1
and Merger Sub 2, the “Sysco Parties”), have entered into an Agreement and Plan of Merger, dated March 30, 2026 (as
amended, modified or supplemented from time to time, if applicable, to the date hereof, the “Merger Agreement”), with JRD
Unico, Inc., a Delaware corporation (“JRD”), Warehouse Realty, LLC, a Delaware limited liability company (“Warehouse
Realty” and, together with JRD, “Jetro Restaurant Depot”), and a holder representative (“Holder Representative”).
The term “Merger Agreement” as used herein shall include all exhibits, schedules, disclosure letters and attachments to such
Merger Agreement. The term “Merger” as used herein shall refer to the transactions contemplated by the Merger Agreement.
1. The
Company represents and warrants to, and agrees with, each of the Underwriters that:
(a) An
“automatic shelf registration statement” as defined under Rule 405 under the Securities Act of 1933, as amended (the
“Act”), on Form S-3 (File No. 333-298926) in respect of the Securities has been filed by the Company with the Securities
and Exchange Commission (the “Commission”) not earlier than three years prior to the date hereof; such registration statement,
and any post-effective amendment thereto, became effective on filing; and no stop order suspending the effectiveness of such registration
statement or any part thereof has been issued and no proceeding for that purpose has been initiated or to the knowledge of the Company,
threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective
amendment thereto pursuant to Rule 401(g)(2) under the Act has been received by the Company (the base prospectus filed as part
of such registration statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this
Agreement, relating to the Securities, is hereinafter called the “Basic Prospectus”; any preliminary prospectus (including
any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) under the
Act is hereinafter called a “Preliminary Prospectus”; the various parts of such registration statement, including all exhibits
thereto but excluding Form T-1 and including any prospectus supplement relating to the Securities that is filed with the Commission
and deemed by virtue of Rule 430B under the Act to be part of such registration statement, each as amended at the time such part
of the registration statement became effective, are hereinafter collectively called the “Registration Statement”; the Basic
Prospectus, as amended and supplemented immediately prior to the Applicable Time (as defined in Section 1(c) hereof),
is hereinafter called the “Pricing Prospectus”; the form of the final prospectus relating to the Securities filed with the
Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof is hereinafter called the
“Prospectus”; any reference herein to the Basic Prospectus, the Pricing Prospectus, any Preliminary Prospectus or the Prospectus
shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the
Act, as of the date of such prospectus; any reference to any amendment or supplement to the Basic Prospectus, any Preliminary Prospectus
or the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement, any prospectus
supplement relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act and any documents filed
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated therein, in each case after
the date of the Basic Prospectus, such Preliminary Prospectus, or the Prospectus, as the case may be; any reference to any amendment
to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or
15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration
Statement; and any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Securities
is hereinafter called an “Issuer Free Writing Prospectus”);
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(b) No
order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission,
and each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and
the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions
made in reliance upon and in conformity with the Underwriter Information (as defined in Section 9(b));
(c) For
the purposes of this Agreement, the “Applicable Time” is 8:45 p.m. (Eastern time) on the date of this Agreement; the
Pricing Prospectus as supplemented by the information listed on Schedule II hereto and filed pursuant to Section 5(a) hereof,
taken together (collectively, the “Pricing Disclosure Package”) as of the Applicable Time, did not, and as of each Time of
Delivery (as defined in Section 4(a) of this Agreement) will not, include any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading; and each Issuer Free Writing Prospectus listed on Schedule II(a) hereto does not conflict with the information contained
in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented
by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not, and as of each Time of Delivery will not,
include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty
shall not apply to statements or omissions made in any Issuer Free Writing Prospectus in reliance upon and in conformity with the Underwriter
Information;
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(d) The
documents incorporated by reference in the Pricing Prospectus and the Prospectus, when they were filed with the Commission, as the case
may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which
they were made, not misleading; any further documents so filed and incorporated by reference in the Prospectus or any further amendment
or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all
material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission
thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein in the light of the circumstances under which they were made, not misleading; provided, however,
that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with the
Underwriter Information;
(e) The
Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus
will conform, in all material respects, to the requirements of the Act and the rules and regulations of the Commission thereunder
and do not and will not, as of the applicable effective date as to each part of the Registration Statement and as of the applicable filing
date as to the Prospectus and any amendment or supplement thereto, and as of each Time of Delivery, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in
conformity with the Underwriter Information;
(f) None
of the Company or any of its subsidiaries has sustained since the date of the latest audited financial statements included or incorporated
by reference in the Pricing Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity,
whether or not covered by insurance, or from any court or governmental action, order or decree or has entered into any transaction or
agreement that is material to the Company and its subsidiaries, taken as a whole, or incurred any liability or obligation, direct or
contingent, that is material to the Company and its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the
Pricing Prospectus; and, since the respective dates as of which information is given in the Registration Statement and the Pricing Prospectus,
there has not been any increase in excess of 5% in the capital stock or long term debt of the Company and any of its subsidiaries taken
as a whole or any material adverse change (or any development involving a prospective material adverse change) in or affecting the financial
condition, stockholders’ equity, business, properties, results of operations or affairs of the Company and its subsidiaries taken
as a whole, otherwise than as set forth or contemplated in the Pricing Prospectus;
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(g) The
Company and each of its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title
to all personal property owned by them, in each case free and clear of all liens, encumbrances and defects except (i) such as are
described in the Pricing Prospectus or (ii) such as do not and will not, individually or in the aggregate, have a material adverse
effect on the current or future consolidated financial position, stockholders’ equity or results of operations of the Company and
its subsidiaries taken as a whole (“Material Adverse Effect”) and do not interfere with the use made and proposed to be made
of such property by the Company and its subsidiaries; and any real property and buildings held under lease by the Company and its subsidiaries
are held by them under valid, subsisting and enforceable leases with such exceptions as do not and will not, individually or in the aggregate,
have a Material Adverse Effect and do not and will not interfere in any material way with the use made and proposed to be made of such
property and buildings by the Company;
(h) The
Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware,
with corporate power and authority to own its properties and conduct its business as described in the Pricing Prospectus and to execute
and deliver this Agreement and perform its obligations hereunder, and has been duly qualified as a foreign corporation for the transaction
of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business
so as to require such qualification, except where the failure to be so qualified or in good standing in any such jurisdiction would not,
individually or in the aggregate, have a Material Adverse Effect;
(i) The
Merger Agreement has been duly authorized, executed and delivered by each of the Sysco Parties and (assuming due authorization, execution
and delivery by Jetro Restaurant Depot and Holder Representative) constitutes valid and binding obligations of each of the Sysco Parties
enforceable against each of the Sysco Parties in accordance with the terms of the Merger Agreement (except in all cases as such enforceability
may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability affecting
the rights of creditors generally and the availability of equitable remedies). The Company is not aware of any breach or development
in connection with the Merger Agreement that would reasonably be expected to have a material adverse effect on the consummation of the
Merger. To the knowledge of the Company, the representations and warranties of Jetro Restaurant Depot set forth in the Merger Agreement
are true and correct in all respects except for such failures to be true and correct as would not have, individually or in the aggregate,
an Acquired Companies Material Adverse Effect (as defined in the Merger Agreement). To the knowledge of the Company, there has been no
material adverse change in the operations of Jetro Restaurant Depot since the date of the Merger Agreement.
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(j) The
Company has an authorized capitalization as set forth in the Pricing Prospectus and all of the issued shares of capital stock of the
Company have been duly and validly authorized and issued and are fully paid and non-assessable and conform in all material respects to
the description of the Stock contained in the Pricing Disclosure Package and the Prospectus; and all of the issued shares of capital
stock of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and (except
for directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities
or claims, except for such liens or encumbrances described in the Pricing Prospectus and the Prospectus; and the Securities to be issued
and sold by the Company to the Underwriters hereunder have been duly and validly authorized and, when issued and delivered against payment
therefor as provided herein, will be duly and validly issued and fully paid and non-assessable and will conform to the description of
the Stock contained in the Pricing Disclosure Package and the Prospectus; and the issuance of the Securities is not subject to any preemptive
or similar rights;
(k) None
of the Company’s transactions contemplated by this Agreement (including, without limitation, the use of the proceeds from the sale
of the Securities) will violate or result in a violation of Section 7 of the Exchange Act, or any regulation promulgated thereunder,
including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System;
(l) Prior
to the date hereof, neither the Company nor any of its affiliates has taken any action which is designed to or which has constituted
or which reasonably might have been expected to cause or result in stabilization or manipulation of the price of any security of the
Company in connection with the offering of the Securities;
(m) The
issue and sale of the Securities and the compliance by the Company with all of the provisions of the Securities and this Agreement and
the consummation of the transactions herein and therein contemplated will not conflict with or result in (i) a breach or violation
of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance
upon any property or assets of the Company pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company
is subject, or (ii) any violation of the provisions of the certificate of incorporation or bylaws or similar governing documents
of the Company or (iii) any violation of any statute or any order, rule or regulation of any court or governmental agency or
body having jurisdiction over the Company or any of its respective properties, except in the case of clauses (i) and
(iii), for such breaches or violations which would not, individually or in the aggregate, have a Material Adverse
Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency
or body is required for the issue and sale of the Securities, the transactions contemplated by this Agreement, except such as have been
obtained under the Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities
or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters;
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(n) The
statements set forth in the Pricing Prospectus under the caption “Description of Common Stock,” insofar as they purport to
constitute a summary of the terms of the Stock, fairly summarize in all material respects the documents referred to therein;
(o) The
Company is not (i) in violation of its certificate of incorporation, bylaws or similar governing documents, (ii) in default,
and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the performance or observance
of any obligation, agreement, term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease
or other agreement or instrument to which it is a party or by which it or any of its properties may be bound or (iii) in violation
of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority,
except, in the case of clauses (ii) and (iii) above, for any such defaults or violations that would not, individually
or in the aggregate, have a Material Adverse Effect;
(p) Other
than as set forth in the Pricing Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its
subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which are reasonably likely
to individually or in the aggregate have a Material Adverse Effect; and, to the Company’s knowledge, no such proceedings are threatened
or contemplated by governmental authorities or threatened by others;
(q) The
Company is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described
in the Pricing Prospectus, will not be required to register as, an “investment company,” as such term is defined in the Investment
Company Act of 1940, as amended;
(r) (A) (i) At
the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying
with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant
to Section 13 or 15(d) of the Exchange Act or form of prospectus), and (iii) at the time the Company or any person acting
on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Act) made any offer relating to the Securities
in reliance on the exemption of Rule 163 under the Act, the Company was a “well-known seasoned issuer” as defined in
Rule 405 under the Act; and (B) at the earliest time after the filing of the Registration Statement that the Company or another
offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Securities, the Company
was not an “ineligible issuer” as defined in Rule 405 under the Act;
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(s) Ernst &
Young LLP, who has certified certain financial statements of the Company and its subsidiaries, and has audited the Company’s internal
control over financial reporting, are independent registered public accountants as required by the Act and the rules and regulations
of the Commission thereunder;
(t) PricewaterhouseCoopers
LLP, who has audited the financial statements of JRD Unico, Inc. and affiliates are independent auditors as required by the Act
and the rules and regulations of the Commission thereunder;
(u) The
historical financial statements of Sysco Corporation and its subsidiaries included or incorporated by reference in the Prospectus present
fairly, in all material respects, the financial position of the Company and its subsidiaries as of the dates indicated and the results
of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity
with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby, except as indicated
in the notes thereto; and the other financial information of Sysco Corporation and its subsidiaries included or incorporated by reference
in the Prospectus has been derived from the accounting records of the Company and its subsidiaries and presents fairly, in all material
respects, the information shown thereby;
(v) The
historical financial statements of Jetro Restaurant Depot and their subsidiaries included or incorporated by reference in the Prospectus
present fairly, in all material respects, the financial position of Jetro Restaurant Depot and their subsidiaries as of the dates indicated
and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been
prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby,
except as indicated in the notes thereto; and the other financial information of Jetro Restaurant Depot and their subsidiaries included
or incorporated by reference in the Prospectus has been derived from the accounting records of Jetro Restaurant Depot and their subsidiaries
and presents fairly, in all material respects, the information shown thereby;
(w) The
pro forma financial information and the related notes thereto included or incorporated by reference in the Registration Statement, the
Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Act and the Exchange
Act, as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in each of the
Registration Statement, the Pricing Disclosure Package and the Prospectus. Except as included or incorporated by reference therein, no
historical or pro forma financial statements are required to be included or incorporated by reference in the Registration Statement,
the Pricing Disclosure Package and the Prospectus.
(x) The
Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under
the Exchange Act) that complies with the requirements of the Exchange Act and has been designed by the Company’s principal executive
officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(y) The
Company’s internal control over financial reporting was effective and provided such reasonable assurance for the preparation of
financial statements as of June 27, 2026;
(z) Since
the date of the latest audited financial statements included or incorporated by reference in the Pricing Prospectus, there has been no
change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially
affect, the Company’s internal control over financial reporting;
(aa) The
Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that
comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to provide reasonable assurance
that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer
and principal financial officer by others within those entities; the Company has made the evaluations of the Company’s disclosure
controls and procedures required under Rule 13a-15(b) under the Exchange Act and management’s conclusions regarding the
effectiveness of such disclosure controls and procedures were included in the Company’s annual report on Form 10-K for the
fiscal year ended June 27, 2026;
(bb) The
Company and its subsidiaries possess all licenses, franchises, certificates, permits and other authorizations issued by, and have made
all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory agencies or bodies (“Permits”)
that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described
in the Pricing Prospectus, except where the failure to possess or make the same would not, individually or in the aggregate, have a Material
Adverse Effect. Except as described in the Pricing Prospectus, no event has occurred that allows, or after notice or lapse of time, or
both, would allow, revocation or termination thereof or result in any other impairment of the rights of the holder of any such Permit,
except for any such failures to fulfill and perform or such revocations, terminations or impairments that would not, individually or
in the aggregate, have a Material Adverse Effect. Except as described in the Pricing Prospectus, neither the Company nor any of its subsidiaries
has received notice of any revocation or modification of any such Permit or has any reason to believe that any such Permit will not be
renewed in the ordinary course, except for any such revocations, modifications or non-renewals as would not, individually or in the aggregate,
have a Material Adverse Effect;
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(cc) No
labor disturbance by or dispute with employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company,
is contemplated or threatened, except for any such disturbances or disputes as would not, individually or in the aggregate, have a Material
Adverse Effect;
(dd) Each
of the Company and its subsidiaries has filed all material federal, state, local and foreign tax returns required to be filed by it through
the date hereof or has obtained extensions thereof, and has paid all taxes shown as due on such returns and all material tax assessments
received by it in writing from a taxing authority to the extent that the same have become due or is contesting such taxes in good faith
by appropriate proceedings;
(ee) The
Company and its subsidiaries (to the extent applicable) are in compliance in all material respects with all presently applicable provisions
of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder
(“ERISA”). To the extent applicable, no “reportable event” (as defined in ERISA) has occurred with respect to
any “pension plan” (as defined in ERISA) for which the Company or any of its subsidiaries would have any liability. The Company
has not incurred or does not expect to incur any material liability under (i) Title IV of ERISA with respect to termination of,
or withdrawal from, any “pension plan” or (ii) Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended,
including the regulations and published interpretations thereunder (collectively, the “Code”); and each “pension plan”
for which the Company would have any liability that is intended to be qualified under Section 401(a) of the Code is so qualified
in all material respects and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification
except as would not, individually or in the aggregate, have a Material Adverse Effect;
(ff) There
has been no storage, disposal, generation, manufacture, refinement, transportation, handling or treatment of solid wastes, hazardous
wastes or hazardous substances by the Company or any of its subsidiaries (or, to the knowledge of the Company, any of their predecessors
in interest) at, upon or from any of the property now or previously owned or leased by any of them in violation of any applicable law,
ordinance, rule, regulation, order, judgment, decree or permit or which would require remedial actions under any applicable law, ordinance,
rule, regulation, order, judgment, decree or permit, except for any such violations or remedial actions as would not, individually or
in the aggregate, have a Material Adverse Effect; there has been no spill, discharge, leak, emission, injection, escape, dumping or release
of any kind onto any such property or into the environment surrounding any such property of any solid wastes, hazardous wastes or hazardous
substances due to or caused by the Company or any of its subsidiaries or with respect to which any of them has knowledge, except for
any such spills, discharges, leakages, emissions, injections, escapes, dumpings or releases as would not, individually or in the aggregate,
have a Material Adverse Effect; as used in this Section 1(ff), the terms “solid wastes,” “hazardous
wastes” and “hazardous substances” shall have the meanings specified in any applicable local, state, federal and foreign
laws or regulations with respect to human health and safety, pollution or environmental protection;
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(gg) The
Company and its subsidiaries own or possess adequate rights to use all patents, patent applications, trademarks, service marks, trade
names, trademark registrations, service mark registrations, copyrights, licenses and know-how (including trade secrets and other unpatented
and/or unpatentable proprietary or confidential information, systems or procedures) that are material to the Company and its subsidiaries
taken as a whole necessary for the conduct of their respective businesses; and, to the knowledge of the Company, the conduct of their
respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries
have not received any notice of any claim of infringement of or conflict with any such rights of others, except for any such claims as
would not, individually or in the aggregate, have a Material Adverse Effect;
(hh) Except
as would not, individually or in the aggregate, have a Material Adverse Effect, the Company and its subsidiaries have insurance covering
their respective properties, operations, personnel and businesses, including business interruption, which insurance is in amounts and
insures against such losses and risks as the Company reasonably believes are adequate for the Company and its subsidiaries and their
respective businesses, and the Company does not have any reason to believe that it will not be able to renew its existing insurance coverage
as and when such coverage expires or to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue
its business as currently conducted;
(ii) None
of the Company, any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other
person associated with or acting on behalf of the Company or any of its subsidiaries has in any material respect (i) used any corporate
funds for any contribution, gift, entertainment or other expense relating to political activity in violation of applicable Anti-Corruption
Laws (as defined below); (ii) made any direct or indirect payment to any foreign or domestic government official or employee from
corporate funds in violation of applicable Anti-Corruption Laws; (iii) violated or is in violation of any provision of the Foreign
Corrupt Practices Act of 1977, as amended, the Bribery Act 2010 of the United Kingdom, any applicable law or regulation implementing
the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or any other applicable
anti-corruption or anti-bribery law or regulation (collectively, “Anti-Corruption Laws”); or (iv) made any bribe, rebate,
payoff, influence payment, kickback or other payment in violation of applicable Anti-Corruption Laws; and the Company and its subsidiaries
have instituted policies and procedures designed to ensure compliance with applicable Anti-Corruption Laws;
(jj) The
operations of the Company and its subsidiaries are and have been conducted at all times in material compliance with applicable financial
recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 and applicable money laundering
statutes and regulations (collectively, the “Money Laundering Laws”) and no action, suit or proceeding involving the Company
or any of its subsidiaries with respect to the Money Laundering Laws is pending or to the Company’s knowledge, threatened;
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(kk) None
of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the
Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government,
including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State,
or by the United Nations Security Council, the European Union or any member state thereof, His Majesty’s Treasury, or other relevant
sanctions authority with jurisdiction over the Company or its subsidiaries (collectively, “Sanctions”), and the Company will
not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available
such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund any activities of or business with
any person that, at the time of such funding, is the subject of Sanctions, or in any country or territory that, at the time of such funding,
is subject to a general export, import, financial or investment embargo under Sanctions, or (ii) in any other manner that will result
in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise)
of Sanctions; and
(ll) The
Company and its subsidiaries information technology assets and equipment, computers, systems, networks, hardware, software, websites,
applications, and databases (collectively, “IT Systems”) are reasonably believed by the Company to be adequate for, and operate
and perform as required in connection with, the operation of the business of the Company and its subsidiaries as currently conducted
in all material respects. The Company and its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments,
orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual
obligations relating to the privacy and security of IT Systems and Personal Data (as defined below) and to the protection of such IT
Systems and Personal Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in the
aggregate, have, or would not be reasonably likely to have, a Material Adverse Effect. The Company and its subsidiaries have implemented,
and continue to monitor and develop, controls, policies, procedures, and safeguards that are reasonably believed by the Company to be
adequate to prevent, detect, and address the risk of unauthorized use, misuse, intrusion and similar events involving the IT Systems
and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used
in connection with their businesses. To the knowledge of the Company, there have been no breaches or unauthorized uses of or accesses
to the IT Systems or Personal Data, and no such incidents are under internal investigation that, individually or in the aggregate, have,
or would be reasonably likely to have, a Material Adverse Effect.
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(mm) Neither
the Company nor any of its subsidiaries is a “covered foreign person”, as that term is defined in 31 C.F.R. § 850.209.
Neither the Company nor any of its subsidiaries currently engages directly or indirectly, in a “covered activity”, as that
term is defined in 31 C.F.R. § 850.208 (“Covered Activity”). The Company does not have any joint ventures that engage
in any Covered Activity. The Company also does not, directly or indirectly, hold a board seat on, have a voting or equity interest in,
or have any contractual power to direct or cause the direction of the management or policies of any person or persons that engages in
any Covered Activity.
2. Subject
to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Company, at a purchase price per share of $78.57, the number of Firm Securities
set forth opposite the name of such Underwriter in Schedule I hereto and (b) in the event and to the extent that the Underwriters
shall exercise the election to purchase Optional Securities as provided below, the Company agrees to issue and sell to each of the Underwriters,
and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase price per share set forth
in clause (a) of this Section 2 (provided that the purchase price per Optional Security shall be reduced by an amount per share
equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities),
that portion of the number of Optional Securities as to which such election shall have been exercised (to be adjusted by you so as to
eliminate fractional shares) determined by multiplying such number of Optional Securities by a fraction, the numerator of which is the
maximum number of Optional Securities which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter
in Schedule I hereto and the denominator of which is the maximum number of Optional Securities that all of the Underwriters are entitled
to purchase hereunder.
The Company hereby grants to
the Underwriters the right to purchase at their election up to 1,851,851 Optional Securities, at the purchase price per share set forth
in the paragraph above, for the sole purpose of covering sales of shares in excess of the number of Firm Securities, provided that the
purchase price per Optional Security shall be reduced by an amount per share equal to any dividends or distributions declared by the
Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities
may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement,
setting forth the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered,
as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 4 hereof) or, unless you and
the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.
3. Upon
the authorization by you of the release of the Firm Securities, the several Underwriters propose to offer the Firm Securities for sale
upon the terms and conditions set forth in this Agreement, the Pricing Prospectus and the Prospectus.
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4. (a)
The Securities to be purchased by each Underwriter hereunder, in definitive or book-entry form, and in such authorized denominations
and registered in such names as the Representatives may request upon at least forty-eight hours’ prior notice to the Company shall
be delivered by or on behalf of the Company to the Representatives, through the facilities of the Depository Trust Company (“DTC”),
for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer
of Federal (same-day) funds to the account specified by the Company to the Representatives at least forty-eight hours in advance. The
Company will cause the certificates, if any, representing the Securities to be made available for checking at least twenty-four hours
prior to the Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodian (the “Designated
Office”). The time and date of such delivery and payment shall be, with respect to the Firm Securities, 9:30 a.m., New York City
time, on September 16, 2026 or such other time and date as the Representatives and the Company may agree upon in writing, and, with
respect to the Optional Securities, 9:30 a.m., New York time, on the date specified by the Representatives in the written notice given
by the Representatives of the Underwriters’ election to purchase such Optional Securities, or such other time and date as the Representatives
and the Company may agree upon in writing. Such time and date for delivery of the Firm Securities is herein called the “First Time
of Delivery”, such time and date for delivery of the Optional Securities, if not the First Time of Delivery, is herein called the
“Second Time of Delivery”, and each such time and date for delivery is herein called a “Time of Delivery”.
(b) The
documents to be delivered at each Time of Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof, including
the cross-receipt for the Securities and any additional documents reasonably requested by the Underwriters pursuant to Section 8(j) hereof,
will be delivered electronically at the offices of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017
(the “Closing Location”), and the Securities will be delivered electronically at the Designated Office, all at such Time
of Delivery. A meeting will be held at the Closing Location at 4:00 p.m., New York City time, on the New York Business Day next preceding
such Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be
available for review by the parties hereto. For the purposes of this Section 4, “New York Business Day” shall mean each
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are generally authorized
or obligated by law or executive order to close.
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5. The
Company agrees with each of the Underwriters:
(a) To
prepare the Prospectus in a form to which the Representatives do not reasonably object and to file such Prospectus pursuant to Rule 424(b) under
the Act not later than the Commission’s close of business on the second business day following the execution and delivery of this
Agreement; to make no further amendment or any supplement to the Registration Statement, the Basic Prospectus or the Prospectus prior
to the last Time of Delivery to which the Representatives shall reasonably object promptly after reasonable notice thereof, provided,
however, that the foregoing requirement shall not apply to any of the Company’s periodic or current reports required to be filed
with or furnished to the Commission pursuant to Section 13(a), 13(c), 13(f), 14 or 15(d) of the Exchange Act or to any other
report that the Company is in its good faith judgment believes is required by law or regulation to be filed with or furnished to the
Commission; to advise you, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has
been filed or becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish you with copies thereof;
to file promptly all other material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the
Act; to file by the filing deadline all reports and any definitive proxy or information statements required to be filed by the Company
with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus
and for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is
required in connection with the offering or sale of the Securities; to advise you, promptly after it receives notice thereof, of the
issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other
prospectus in respect of the Securities, of any notice of objection of the Commission to the use of the Registration Statement or any
post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act, of the suspension of the qualification of the Securities
for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request
by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and,
in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other
prospectus or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order; and in the
event of any such issuance of a notice of objection, promptly to take such steps including, without limitation, amending the Registration
Statement or filing a new registration statement, at its own expense, as may be necessary to permit offers and sales of the Securities
by the Underwriters (references herein to the Registration Statement shall include any such amendment or new registration statement);
(b) If
required by Rule 430B(h) under the Act, to prepare a form of prospectus in a form approved by you and to file such form of
prospectus pursuant to Rule 424(b) under the Act not later than may be required by Rule 424(b) under the Act; and
to make no further amendment or supplement to such form of prospectus which shall be disapproved by you promptly after reasonable notice
thereof;
(c) If
by the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the
Securities remain unsold by the Underwriters, the Company will file, if it has not already done so and is eligible to do so, a new automatic
shelf registration statement relating to the Securities, in a form satisfactory to you. If at the Renewal Deadline the Company is no
longer eligible to file an automatic shelf registration statement, the Company will, if it has not already done so, file a new shelf
registration statement relating to the Securities, in a form satisfactory to you and will use its best efforts to cause such registration
statement to be declared effective within 180 days after the Renewal Deadline. The Company will take all other action necessary
or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the expired registration statement
relating to the Securities. References herein to the Registration Statement shall include such new automatic shelf registration statement
or such new shelf registration statement, as the case may be;
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(d) Promptly
from time to time to take such action as you may reasonably request to qualify the Securities for offering and sale under the securities
laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales and dealings therein
in such jurisdictions for as long as may be necessary to complete the distribution of the Securities, provided that in connection therewith
the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction;
(e) Prior
to 10:00 a.m., New York City time, on the New York Business Day next succeeding the date of this Agreement and from time to time, to
furnish the Underwriters with written and electronic copies of the Prospectus in New York City in such quantities as you may reasonably
request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is
required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering
or sale of the Securities and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented
would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under
the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement
the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the
Act or the Exchange Act, to notify you and upon your request to file such document and to prepare and furnish without charge to each
Underwriter and to any dealer in securities as many written and electronic copies as you may from time to time reasonably request of
an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; and
in case any Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under
the Act) in connection with sales of any of the Securities at any time nine months or more after the time of issue of the Prospectus,
upon your request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies
as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act;
(f) To
make generally available to its securityholders as soon as practicable, but in any event not later than sixteen months after the effective
date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its
subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the
Commission thereunder (including, at the option of the Company, Rule 158);
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(g) During
the period beginning from the date hereof and continuing to and including the date 45 days after the date of the Prospectus, not to (i) offer,
sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly,
or file with the Commission a registration statement under the Act relating to, any securities of the Company that are substantially
similar to the Securities, including but not limited to any options or warrants to purchase shares of Stock or any securities that are
convertible into or exchangeable for, or that represent the right to receive, Stock or any such substantially similar securities, or
publicly disclose the intention to make any offer, sale, pledge, disposition or filing or (ii) enter into any swap or other agreement
that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether
any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities,
in cash or otherwise (other than the Securities to be sold hereunder or pursuant to employee stock option plans existing on, or upon
the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement), without the prior
written consent of Goldman Sachs & Co. LLC and TD Securities (USA) LLC;
(h) To
pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) under the Act
without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Act;
(i) To
use the net proceeds received by it from the sale of the Securities pursuant to this Agreement in the manner specified in the Pricing
Prospectus under the caption “Use of Proceeds”; and
(j) To
use its best efforts to list the Securities on the New York Stock Exchange (the “NYSE”).
6.
(a) The
Company represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating
to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; each Underwriter
represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer
relating to the Securities that would constitute a free writing prospectus required to be filed with the Commission; any such free writing
prospectus the use of which has been consented to by the Company and the Representatives is listed on Schedule II(a) or Schedule
II(c) hereto;
(b) The
Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus,
including timely filing with the Commission or retention where required and legending;
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(c) The
Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus or Written Testing-the-Waters Communication
any event occurred or occurs as a result of which such Issuer Free Writing Prospectus or Written Testing-the-Waters Communication would
conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement
of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances
then under which they were made, not misleading, the Company will give prompt notice thereof to the Representatives and, if requested
by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus, Written Testing-the-Waters
Communication or other document which will correct such conflict, statement or omission; provided, however, that this representation
and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity
with the Underwriter Information;
(d) The
Company represents and agrees that (i) it has not engaged in, or authorized any other person to engage in, any Testing-the-Waters
Communications, other than Testing-the-Waters Communications with the prior consent of the Representatives with entities that the Company
reasonably believes are qualified institutional buyers as defined in Rule 144A under the Act or institutions that are accredited
investors as defined in Rule 501 under the Act; and (ii) it has not distributed, or authorized any other person to distribute,
any Written Testing-the-Waters Communication, other than those distributed with the prior consent of the Representatives that are listed
on Schedule II(d) hereto; and the Company reconfirms that the Underwriters have been authorized to act on its behalf in engaging
in Testing-the-Waters Communications; and
(e) Each
Underwriter represents and agrees that any Testing-the-Waters Communications undertaken by it were with entities that such Underwriter
reasonably believes are qualified institutional buyers as defined in Rule 144A under the Act or institutions that are accredited
investors as defined in Rule 501 under the Act.
7. The
Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the
fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Securities under
the Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, the
Basic Prospectus, any Preliminary Prospectus, any Written Testing-the-Waters Communication, any Issuer Free Writing Prospectus and the
Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the
cost of printing or producing this Agreement, the Blue Sky Memorandum, closing documents (including any compilations thereof) and any
other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection
with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(c) hereof,
including the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification
and in connection with the Blue Sky survey; (iv) all fees and expenses in connection with listing the Securities on the NYSE; (v) the
filing fees incident to, and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with,
any required review by the Financial Industry Regulatory Authority (“FINRA”) of the terms of the sale of the Securities;
(vi) the cost of preparing the Securities; (vii) the cost and charges of any transfer agent or registrar; and (viii) all
other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in
this Section. It is understood, however, that, except as provided in this Section, and Sections 9 and 12 hereof, the Underwriters will
pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them,
and any advertising expenses connected with any offers they may make.
-18-
8. The
obligations of the Underwriters hereunder, as to the Securities to be delivered at each Time of Delivery, shall be subject, in their
discretion, to the condition that all representations and warranties and other statements of the Company herein are, at and as of the
Applicable Time and such Time of Delivery, true and correct, the condition that the Company shall have performed all of its obligations
hereunder theretofore to be performed, and the following additional conditions:
(a) The
Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period
prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; all
material required to be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission
within the applicable time period prescribed for such filings by Rule 433; no stop order suspending the effectiveness of the Registration
Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the
Commission and no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto
pursuant to Rule 401(g)(2) under the Act shall have been received; no stop order suspending or preventing the use of the Preliminary
Prospectus, Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests
for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction;
(b) Davis
Polk & Wardwell LLP, counsel for the Underwriters, shall have furnished to you such written opinion or opinions, dated such
Time of Delivery, in form and substance satisfactory to you, and such counsel shall have received such papers and information as they
may reasonably request to enable them to pass upon such matters;
(c) Paul,
Weiss, Rifkind, Wharton & Garrison LLP, counsel for the Company, shall have furnished to you their written opinion and negative
assurance letter, dated the Time of Delivery in form and substance satisfactory to the Representatives; and Andrew Wurdack, Vice President,
Securities and Corporate Governance & Assistant Secretary of the Company, shall have furnished to the Representatives his written
opinion, dated the Time of Delivery, in form and substance satisfactory to you;
-19-
(d) On
the date of the Prospectus at a time prior to the execution of this Agreement, at 9:30 a.m., New York City time, on the effective date
of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at each Time of
Delivery, each of Ernst & Young LLP and PricewaterhouseCoopers LLP shall have furnished to you a letter or letters, dated the
respective dates of delivery thereof, in form and substance satisfactory to you;
(e) (i)
Neither the Company nor any of its subsidiaries shall have sustained since the date of the latest audited financial statements included
or incorporated by reference in the Pricing Prospectus any loss or interference with its business from fire, explosion, flood or other
calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise
than as set forth or contemplated in the Pricing Prospectus, and (ii) since the respective dates as of which information is given
in the Pricing Prospectus there shall not have been any change in the capital stock or long term debt of the Company or any of its subsidiaries
taken as a whole or any change, or any development involving a prospective change, in or affecting (x) the business, properties,
general affairs, management, financial position, stockholders' equity or results of operations of the Company and its subsidiaries, taken
as a whole, except as set forth or contemplated in the Pricing Prospectus, or (y) the ability of the Company to perform its obligations
under this Agreement, including the issuance and sale of the Shares, or to consummate the transactions contemplated in the Pricing Prospectus
and the Prospectus, the effect of which, in any such case described in clause (i) or (ii), is in your judgment so material and adverse
as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities being delivered at such
Time of Delivery on the terms and in the manner contemplated in the Pricing Prospectus and the Prospectus;
(f) On
or after the Applicable Time (i) no downgrading shall have occurred in the rating accorded the Company's debt securities by any
“nationally recognized statistical rating organization”, as that term is defined by the Commission for purposes of Rule 436(g)(2) under
the Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative
implications, its rating of any of the Company's debt securities;
(g) On
or after the Applicable Time there shall not have occurred any of the following: (i) a suspension or material limitation in trading
in securities generally on the NYSE; (ii) a suspension or material limitation in trading in the Company’s securities on the
NYSE; (iii) a general moratorium on commercial banking activities declared by either Federal or New York State authorities or a
material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak
or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or (v) the
occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere,
if the effect of any such event specified in clause (iv) or (v) in your judgment makes it impracticable or inadvisable to proceed
with the public offering or the delivery of the Securities being delivered at such Time of Delivery on the terms and in the manner contemplated
in the Pricing Prospectus and the Prospectus;
-20-
(h) The
Securities shall have been duly listed, subject to notice of issuance, on the NYSE; and
(i) The
Company has obtained and delivered to the Underwriters executed copies of an agreement from each of the directors and executive officers
of the Company listed on Schedule III hereto, substantially to the effect set forth in Annex A hereto; and
(j) The
Company shall have furnished or caused to be furnished to you at such Time of Delivery a certificate of an officer of the Company satisfactory
to you as to the accuracy of the representations and warranties of the Company herein at and as of such time, as to the performance by
the Company of all of its obligations hereunder to be performed at or prior to such time, as to the matters set forth in subsections
(a) and (e) of this Section and as to such other matters as you may reasonably request.
9. (a) The
Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which
such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration
Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement
thereto, any Issuer Free Writing Prospectus, any “roadshow” as defined in Rule 433(h) under the Act (a “roadshow”),
any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act or any Testing-the-Waters
Communication, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses
reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred;
provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration
Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement
thereto, or any Issuer Free Writing Prospectus, or any Testing-the-Waters Communication, in reliance upon and in conformity with the
Underwriter Information.
-21-
(b) Each
Underwriter will indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the Company may
become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement,
the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or
any Issuer Free Writing Prospectus, or any roadshow, or any Testing-the-Waters Communication, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading,
in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission
was made in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus or
any such amendment or supplement thereto, or any Issuer Free Writing Prospectus, or any roadshow or any Testing-the-Waters Communication,
in reliance upon and in conformity with the Underwriter Information; and will reimburse the Company for any legal or other expenses reasonably
incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred. As used
in this Agreement with respect to an Underwriter and an applicable document, “Underwriter Information” shall mean the written
information furnished to the Company by such Underwriter through the Representatives expressly for use therein; it being understood and
agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished
on behalf of each Underwriter: the concession and reallowance figures appearing in the fourth paragraph under the caption “Underwriting”,
and the information contained in the tenth, eleventh and twelfth paragraphs under the caption “Underwriting”.
(c) Promptly
after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying
party in writing of the commencement thereof; provided that the failure to notify the indemnifying party shall not relieve it from any
liability that it may have under the preceding paragraphs of this Section 9 except to the extent that it has been materially prejudiced
(through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying
party shall not relieve it from any liability that it may have to an indemnified party otherwise than under the preceding paragraphs
of this Section 9. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party
of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party
(who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying
party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such
indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred
by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation in any action or proceeding
the defense of which the indemnifying party assumes, such indemnified party will have the right to participate in such litigation and
to retain its own counsel at such indemnified party’s own expense; provided, however, that the indemnifying party will not be required
to pay the fees and disbursements of more than one separate counsel (in addition to local counsel) for such indemnified party in any
jurisdiction in any single action or proceeding. No indemnifying party shall, without the written consent of the indemnified party, effect
the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in
respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential
party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified
party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act, by or on behalf of any indemnified party.
-22-
(d) If
the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred
to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such
losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and the Underwriters on the other from the offering of the Securities. If, however, the allocation
provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such
amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but
also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be
in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total
underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of
the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the
one hand or the Underwriters on the other and the parties' relative intent, knowledge, access to information and opportunity to correct
or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution
pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this
subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions
in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this
subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the
Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations in this subsection (d) to contribute
are several in proportion to their respective underwriting obligations and not joint.
-23-
(e) The
obligations of the Company under this Section 9 shall be in addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each employee, officer and director of each Underwriter, each person, if any, who controls
any Underwriter within the meaning of the Act and each broker-dealer or other affiliate of any Underwriter; and the obligations of the
Underwriters under this Section 9 shall be in addition to any liability which the respective Underwriters may otherwise have and
shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls
the Company within the meaning of the Act.
10. (a) If
any Underwriter shall default in its obligation to purchase the Securities which it has agreed to purchase hereunder at a Time of Delivery,
you may in your discretion arrange for you or another party or other parties to purchase such Securities on the terms contained herein.
If within thirty six hours after such default by any Underwriter you do not arrange for the purchase of such Securities, then the Company
shall be entitled to a further period of thirty six hours within which to procure another party or other parties satisfactory to you
to purchase such Securities on such terms. In the event that, within the respective prescribed periods, you notify the Company that you
have so arranged for the purchase of such Securities, or the Company notifies you that it has so arranged for the purchase of such Securities,
you or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect
whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements,
and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your opinion
may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under
this Section with like effect as if such person had originally been a party to this Agreement with respect to such Securities.
(b) If,
after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by you and the
Company as provided in subsection (a) above, the aggregate number of such Securities which remains unpurchased does not exceed one
eleventh of the aggregate number of all the Securities to be purchased at such Time of Delivery, then the Company shall have the right
to require each non-defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at such
Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of
Securities which such Underwriter agreed to purchase hereunder) of the Securities of such defaulting Underwriter or Underwriters for
which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.
-24-
(c) If,
after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by you and the
Company as provided in subsection (a) above, the aggregate number of such Securities which remains unpurchased exceeds one eleventh
of the aggregate number of all the Securities to be purchased at such Time of Delivery, or if the Company shall not exercise the right
described in subsection (b) above to require non-defaulting Underwriters to purchase Securities of a defaulting Underwriter or Underwriters,
then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company
to sell the Optional Securities) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company,
except for the expenses to be borne by the Company and the Underwriters as provided in Section 7 hereof and the indemnity and contribution
agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.
11. The
respective indemnities, agreements, representations, warranties and other statements of the Company and the several Underwriters, as
set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and
effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling
person of any Underwriter, or the Company, or any officer or director or controlling person of the Company, and shall survive delivery
of and payment for the Securities.
12. If
this Agreement shall be terminated pursuant to Section 10 hereof, the Company shall not then be under any liability to any Underwriter
except as provided in Sections 7 and 9 hereof; but, if for any other reason, the Securities are not delivered by or on behalf of the
Company as provided herein, the Company will reimburse the Underwriters through you for all out of pocket expenses approved in writing
by you, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase,
sale and delivery of the Securities not so delivered, but the Company shall then be under no further liability to any Underwriter except
as provided in Sections 7 and 9 hereof.
13. In
all dealings hereunder, you shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely
upon any statement, request, notice or agreement on behalf of any Underwriter made or given by you.
-25-
All statements, requests,
notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, email or facsimile
transmission to you as the Representatives in care of Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198,
Attention: Registration Department; TD Securities (USA) LLC, 1 Vanderbilt Avenue, 11th Floor, New York, New York 10017, Attention:
Equity Capital Markets, Email: CIBLegal@tdsecurities.com; BofA Securities, Inc., One Bryant Park New York, NY 10036, Email: dg.ecm_execution_services@bofa.com,
Attention: Syndicate Department, with a copy to: Email: dg.ecm_legal@bofa.com, Attention: ECM Legal; J.P. Morgan Securities LLC, 270
Park Avenue, New York, New York 10017, Attention: Equity Syndicate Desk, Fax: 212-622-8358; and Wells Fargo Securities, LLC, 500 West
33rd Street, New York, New York 10001, Attention: Equity Syndicate Department, Fax: 212-214-5918; and if to the Company shall be delivered
or sent by mail, email or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: Secretary;
provided, however, that any notice to an Underwriter pursuant to Section 9(c) hereof shall be delivered or sent by mail, email
or facsimile transmission to such Underwriter at its address set forth in its Underwriters’ Questionnaire, or email constituting
such Questionnaire, which address will be supplied to the Company by you upon request. Any such statements, requests, notices or agreements
shall take effect upon receipt thereof.
In accordance with the requirements
of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the underwriters are required to obtain,
verify and record information that identifies their respective clients, including the Company, which information may include the name
and address of their respective clients, as well as other information that will allow the underwriters to properly identify their respective
clients.
14. This
Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and, to the extent provided in Sections
9 and 11 hereof, the officers and directors of the Company and each person who controls the Company or any Underwriter, and their respective
heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this
Agreement. No purchaser of any of the Securities from any Underwriter shall be deemed a successor or assign by reason merely of such
purchase.
15. Time
shall be of the essence of this Agreement. As used herein, the term “business day” shall mean any day when the Commission's
office in Washington, D.C. is open for business.
16. The
Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm's-length commercial
transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with
the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company,
(iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated
hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other
matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company
has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that
the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the
Company, in connection with such transaction or the process leading thereto.
-26-
17. This
Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any
of them, with respect to the subject matter hereof.
18. This
Agreement and any transaction contemplated by this Agreement shall be governed by and construed in accordance with the laws of the State
of New York without regard to principles of conflict of laws that would result in the application of any other law than the laws of the
State of New York. The Company agrees that any suit or proceeding arising in respect of this Agreement or any transaction contemplated
by this Agreement will be tried exclusively in the U.S. District Court for the Southern District of New York or, if that court does not
have subject matter jurisdiction, in any state court located in The City and County of New York and the Company agrees to submit to the
jurisdiction of, and to venue in, such courts.
19. The
Company and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right
to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
20. This
Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be
an original, but all such respective counterparts shall together constitute one and the same instrument.
21. Notwithstanding
anything herein to the contrary, the Company is authorized to disclose to any persons the U.S. federal and state income tax treatment
and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided
to the Company relating to that treatment and structure, without the Underwriters’ imposing any limitation of any kind. However,
any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply)
to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited
to any facts that may be relevant to that treatment.
-27-
22. Recognition
of the U.S. Special Resolution Regimes.
(a) In
the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer
from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent
as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation,
were governed by the laws of the United States or a state of the United States.
(b) In the event that
any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special
Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to
no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed
by the laws of the United States or a state of the United States.
(c) As used in this
section:
“BHC Act Affiliate”
has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).
“Covered Entity”
means any of the following:
(i) a “covered
entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(ii) a “covered
bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(iii) a “covered
FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Default Right”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1,
as applicable.
“U.S. Special Resolution
Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title
II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
-28-
Very truly yours,
Sysco Corporation
By:
/s/
Kevin P. Hourican
Name: Kevin P. Hourican
Title: Chair of the Board and Chief Executive
Officer
-29-
Accepted as of the date hereof:
Goldman Sachs & Co.
LLC
By:
/s/
Tim Carson
Name: Tim Carson
Title: Managing Director
TD Securities (USA) LLC
By:
/s/ Peter Callas
Name: Peter Callas
Title: Managing Director
BofA Securities, Inc.
By:
/s/ Manuel
Sobrino
Name: Manuel Sobrino
Title: MD
J.P. Morgan Securities LLC
By:
/s/ Brittany Collier
Name: Brittany Collier
Title: Managing Director
Wells Fargo Securities, LLC
By:
/s/ Clayton H.
Hale III
Name: Clayton H. Hale III
Title: Managing Director
On behalf of each of the Underwriters
-30-
SCHEDULE
I
Underwriter
Total Number of
Firm Securities
to be Purchased
Number of
Optional
Securities to be
Purchased if
Maximum Option
Exercised
Goldman Sachs & Co. LLC
4,444,444
666,665
TD Securities (USA) LLC
2,962,962
444,444
BofA Securities, Inc.
777,778
116,667
J.P. Morgan Securities LLC
777,778
116,667
Wells Fargo Securities, LLC
777,778
116,667
BNP Paribas Securities Corp.
489,198
73,380
BTIG, LLC
489,198
73,380
PNC Capital Markets LLC
489,198
73,380
Truist Securities, Inc.
489,198
73,380
Barclays Capital Inc.
154,321
23,148
Rabo Securities USA, Inc.
154,321
23,148
Scotia Capital (USA) Inc.
154,321
23,148
BMO Capital Markets Corp.
61,728
9,259
Lloyds Securities Inc.
61,728
9,259
Siebert Williams Shank & Co.,
LLC
61,728
9,259
Total
12,345,679
1,851,851
-1-
SCHEDULE II
(a) Issuer Free Writing Prospectuses not included in the Pricing
Disclosure Package:
Electronic roadshow dated September 14, 2026
(b) Additional Documents Incorporated by Reference:
None
(c) Information other than the Pricing Prospectus that comprise
the Pricing Disclosure Package:
The initial public offering price per share for
the Shares is $81.00.
The number of Shares purchased by the Underwriters
is 12,345,679.
(d) Written Testing-the-Waters Communications
None.
F-1
ANNEX A
Sysco Corporation
Lock-Up Agreement
September 14, 2026
Goldman Sachs & Co. LLC
TD Securities (USA) LLC
BofA Securities, Inc.
J.P. Morgan Securities LLC
Wells Fargo Securities, LLC
As Representatives of the several Underwriters
named in Schedule I to the Underwriting Agreement
c/o Goldman Sachs & Co. LLC
200 West Street
New York, NY 10282-2198
c/o TD Securities (USA) LLC
1 Vanderbilt Avenue, 11th Floor
New York, New York 10017
c/o BofA Securities, Inc.
One Bryant Park
New York, New York 10036
c/o J.P. Morgan Securities LLC
270 Park Avenue
New York, New York 10017
c/o Wells Fargo Securities, LLC
500 West 33rd Street, 14th Floor
New York, New York 10001
Re: Sysco Corporation - Lock-Up Agreement
Ladies and Gentlemen:
The undersigned understands
that you, as representatives (the “Representatives”), propose to enter into an underwriting agreement (the “Underwriting
Agreement”) on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”),
with Sysco Corporation, a Delaware corporation (the “Company”), providing for a public offering (the “Public Offering”)
of shares (the “Shares”) of the common stock, par value $1.00 per share, of the Company (the “Common Stock”)
pursuant to a Registration Statement on Form S-3 (the “Registration Statement”) to be filed with the Securities and
Exchange Commission (the “SEC”).
-2-
In consideration of the agreement
by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the undersigned agrees that, during the period beginning from the date of this Lock-Up Agreement and continuing
to and including the date 45 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”)
(such period, the “Lock-Up Period”), the undersigned shall not, and shall not cause or direct any of its affiliates to, (i) offer,
sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise
transfer or dispose of any shares of Common Stock, or any options or warrants to purchase any shares of Common Stock, or any securities
convertible into, exchangeable for or that represent the right to receive shares of Common Stock (such shares of Common Stock, options,
rights, warrants or other securities, collectively, “Lock-Up Securities”), including without limitation any such Lock-Up
Securities now owned or hereafter acquired by the undersigned, (ii) engage in any hedging or other transaction or arrangement (including,
without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward,
swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could
be expected to lead to or result in a sale, loan, pledge or other disposition (whether by the undersigned or someone other than the undersigned),
or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities,
whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Common Stock or other
securities, in cash or otherwise (any such sale, loan, pledge or other disposition, or transfer of economic consequences, a “Transfer”),
(iii) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities or (iv) otherwise
publicly announce any intention to engage in or cause any action, activity, transaction or arrangement described in clause (i), (ii) or
(iii) above. For the purposes of clarity, a Transfer shall not include the settlement of any transaction entered into prior to the
date of this Lock-Up Agreement. The undersigned represents and warrants that the undersigned is not, and has not caused or directed any
of its affiliates to be or become, currently a party to any agreement or arrangement that provides for, is designed to or reasonably
could be expected to lead to or result in any Transfer during the Lock-Up Period.
Notwithstanding the foregoing,
the undersigned may:
(a) transfer the undersigned’s Lock-Up
Securities
(i) as one or more bona fide gifts or
charitable contributions, or for bona fide estate planning purposes,
(ii) upon death by will, testamentary document
or intestate succession,
(iii) if the undersigned is a natural person,
to any member of the undersigned’s immediate family or other dependent (for purposes
of this Lock-Up Agreement, “immediate family” shall mean any relationship by
blood, current or former marriage, domestic partnership or adoption, not more remote than
first cousin) or to any trust for the direct or indirect benefit of the undersigned or the
immediate family of the undersigned or, if the undersigned is a trust, to a trustor or beneficiary
of the trust or the estate of a beneficiary of such trust,
(iv) to a partnership, limited liability company
or other entity of which the undersigned and the immediate family of the undersigned are
the legal and beneficial owner of all of the outstanding equity securities or similar interests,
(v) to a nominee or custodian of a person or
entity to whom a disposition or transfer would be permissible under clauses (a)(i) through
(iv) above,
-3-
(vi) (A) to another corporation, partnership,
limited liability company or other business entity that is an affiliate (as defined in Rule 405
under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund
or other entity which fund or entity is controlled or managed by the undersigned or affiliates
of the undersigned, or (B) if the undersigned is a corporation, partnership, limited
liability company or other business entity, as part of a distribution by the undersigned
to its stockholders, partners, members or other equityholders or to the estate of any such
stockholders, partners, members or other equityholders,
(vii) by operation of law, such as pursuant
to a qualified domestic relations order, divorce settlement, divorce decree or separation
agreement,
(viii) in connection with the death or disability
of the undersigned, or the termination of the undersigned’s employment or service relationship
with the Company,
(ix) in connection with a sale of the undersigned’s
shares of Common Stock acquired (A) from the Underwriters in the Public Offering or
(B) in open market transactions after the closing date of the Public Offering,
(x) to the Company in connection with the vesting,
settlement or exercise of restricted stock units, options, warrants or other rights to purchase
shares of Common Stock (including, in each case, by way of “net” or “cashless”
exercise) that are scheduled to expire or automatically vest during the Lock-Up Period, including
any transfer to the Company for the payment of tax withholdings or remittance payments due
as a result of the vesting, settlement or exercise of such restricted stock units, options,
warrants or other rights, or in connection with the conversion of convertible securities,
in all such cases pursuant to equity awards granted under a stock incentive plan or other
equity award plan, or pursuant to the terms of convertible securities, each as described
in the Registration Statement, the preliminary prospectus relating to the Shares included
in the Registration Statement immediately prior to the time the Underwriting Agreement is
executed and the Prospectus, provided that any securities received upon such vesting, settlement,
exercise or conversion shall be subject to the terms of this Lock-Up Agreement,
(xi) pursuant to a trading plan (a “10b5-1
Plan”) established in accordance with Rule 10b5-1 under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”); provided that (1) such plan
was established and disclosed to the Representatives prior to the execution of this Lock-Up
Agreement by the undersigned, (2) the 10b5-1 Plan may not be amended during the Lock-Up
Period, and (3) any filing under Section 16(a) of the Exchange Act that is
made in connection with any such Transfer during the Lock-Up Period shall state that such
Transfer has been executed under a 10b5-1 Plan and the date such plan was adopted,
(xii) pursuant to an order of a court or regulatory
agency (for purposes of this Lock-Up Agreement, a “court or regulatory agency”
means any domestic or foreign, federal, state or local government, including any political
subdivision thereof, any governmental or quasi-governmental authority, department, agency
or official, any court or administrative body, and any national securities exchange or similar
self-regulatory body or organization, in each case of competent jurisdiction); provided that
any filing under Section 16(a) of the Exchange Act in connection with such transfer
shall indicate, to the extent permitted by such Section and the related rules and
regulations, that such transfer is pursuant to an order of a court or regulatory agency,
(xiii) solely to reflect a change in method
of beneficial ownership by the undersigned of Lock-Up Securities from direct through the
Company’s transfer agent to indirect through a brokerage or similar account established
for the benefit of the undersigned or to reflect a transfer between brokerage accounts established
for the benefit of the undersigned, provided that, in each case, appropriate controls are
imposed to provide reasonable assurance that the terms of this Lock-Up Agreement are complied
with, or
-4-
(xiv) with the prior written consent of Goldman
Sachs & Co. LLC and TD Securities (USA) LLC on behalf of the Underwriters,
provided that,
(A) in the case of clauses (a)(i), (ii),
(iii), (iv), (v) and (vi) above, such transfer or distribution shall not involve
a disposition for value, other than any transfer or distribution for which the transferor
or distributor receives (x) equity interests of such transferee or (y) such transferee’s
interests in the transferor,
(B) in the case of clauses (a)(i), (ii),
(iii), (iv), (v), (vi) and (vii) above, it shall be a condition to the transfer
or distribution that the donee, devisee, transferee or distributee, as the case may be, shall
sign and deliver a lock-up agreement in the form of this Lock-Up Agreement,
(C) in the case of clauses (a)(ii), (iii),
(iv), (v) and (vi) above, no filing by any party (including, without limitation,
any donor, donee, devisee, transferor, transferee, distributor or distributee) under the
Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial
ownership of Lock-Up Securities shall be required or shall be voluntarily made in connection
with such transfer or distribution, and
(D) in the case of clauses (a)(i), (vii),
(viii), (ix), (x), and (xii) above, no filing under the Exchange Act or other public
filing, report or announcement shall be voluntarily made, and if any such filing, report
or announcement shall be legally required during the Lock-Up Period, such filing, report
or announcement shall clearly indicate in the footnotes thereto (A) the circumstances
of such transfer or distribution and (B) in the case of a transfer or distribution pursuant
to clauses (a)(i) or (vii) above, that the donee, devisee, transferee or distributee
has agreed to be bound by a lock-up agreement in the form of this Lock-Up Agreement;
(b) enter into a written plan meeting the
requirements of Rule 10b5-1 under the Exchange Act relating to the transfer, sale or
other disposition of the undersigned’s Lock-Up Securities, if then permitted by the
Company, provided that none of the securities subject to such plan may be transferred, sold
or otherwise disposed of until after the expiration of the Lock-Up Period and no public announcement,
report or filing under the Exchange Act, or any other public filing, report or announcement,
shall be voluntarily made (whether by or on behalf of the undersigned, the Company or any
other party) regarding, or that otherwise discloses, the establishment of such plan during
the Lock-Up Period, and if any such filing, report or announcement shall be legally required
during the Lock-Up Period, such filing, report or announcement shall clearly indicate that
none of the securities subject to such plan may be transferred, sold or otherwise disposed
of pursuant to such plan until after the expiration of the Lock-Up Period; and
(c) transfer the undersigned’s Lock-Up
Securities pursuant to a bona fide third-party tender offer, merger, consolidation or other
similar transaction that is approved by the Board of Directors of the Company and made to
all holders of the Company’s capital stock involving a Change of Control of the Company
(for purposes hereof, “Change of Control” shall mean the transfer (whether by
tender offer, merger, consolidation or other similar transaction), in one transaction or
a series of related transactions, to a person or group of affiliated persons, of shares of
capital stock if, after such transfer, such person or group of affiliated persons would hold
at least a majority of the outstanding voting securities of the Company (or the surviving
entity)); provided that in the event that such tender offer, merger, consolidation or other
similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain
subject to the provisions of this Lock-Up Agreement.
-5-
If the undersigned is an
officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed
or other Shares the undersigned may purchase in the Public Offering.
If the undersigned is not
a natural person, the undersigned represents and warrants that no single natural person, entity or “group” (within the meaning
of Section 13(d)(3) of the Exchange Act), other than a natural person, entity or “group” (as described above) that
has executed a Lock-Up Agreement in substantially the same form as this Lock-Up Agreement, beneficially owns, directly or indirectly,
50% or more of the common equity interests, or 50% or more of the voting power, in the undersigned.
The undersigned now has,
and, except as contemplated by clauses (a) and (c) of the third paragraph of this Lock-Up Agreement, for the duration of this
Lock-Up Agreement will have, good and marketable title to the undersigned’s Lock-Up Securities, free and clear of all liens, encumbrances
and claims whatsoever. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer
agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance with the foregoing restrictions.
The undersigned acknowledges
and agrees that none of the Underwriters has made any recommendation or provided any investment or other advice to the undersigned with
respect to this Lock-Up Agreement or the subject matter hereof, and the undersigned has consulted its own legal, accounting, financial,
regulatory, tax and other advisors with respect to this Lock-Up Agreement and the subject matter hereof to the extent the undersigned
has deemed appropriate. The undersigned further acknowledges and agrees that, although the Underwriters may have provided or hereafter
provide to the undersigned in connection with the Public Offering a Form CRS and/or certain other disclosures as contemplated by
Regulation Best Interest, the Underwriters have not made and are not making a recommendation to the undersigned to enter into this Lock-Up
Agreement or to transfer, sell or dispose of, or to refrain from transferring, selling or disposing of, any shares of Common Stock, and
nothing set forth in such disclosures or herein is intended to suggest that any Underwriter is making such a recommendation.
This Lock-Up Agreement shall
automatically terminate and the undersigned shall be released from all of his, her or its obligations hereunder upon the earliest to
occur of (i) the date on which the Registration Statement filed with the SEC with respect to the Public Offering is withdrawn, (ii) the
date on which for any reason the Underwriting Agreement is terminated (other than the provisions thereof that survive termination) prior
to payment for and delivery of the Shares to be sold thereunder (other than pursuant to the Underwriters’ option thereunder to
purchase additional Shares), (iii) the date on which the Company notifies the Representatives, in writing and prior to the execution
of the Underwriting Agreement, that it does not intend to proceed with the Public Offering and (iv) September 30, 2026, in
the event that the Underwriting Agreement has not been executed by such date (provided, however, that the Company may, by written notice
to the undersigned prior to such date, extend such date by a period of up to an additional 90 days).
The undersigned understands
that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the Public Offering.
The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs,
legal representatives, successors and assigns. The undersigned hereby represents and warrants that the undersigned has full power and
authority to enter into this Lock-Up Agreement. This Lock-Up Agreement shall be governed by, and construed in accordance with, the laws
of the State of New York, without regard to principles of conflict of laws that would result in the application of any law other than
the laws of the State of New York. This Lock-Up Agreement may be delivered via facsimile, electronic mail (including pdf or any electronic
signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.com) or other transmission method,
and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
Very truly yours,
-6-
IF AN INDIVIDUAL:
By:
(duly
authorized signature)
Name:
(please
print full name)
[Signature Page to Lock-Up Agreement]
-7-
IF AN ENTITY:
(please print complete name
of entity)
By:
(duly
authorized signature)
Name:
(please
print full name)
Title:
(please
print full title)
[Signature Page to Lock-Up Agreement]
-8-
SCHEDULE III
Name
Title
Directors
Daniel
J. Brutto
Director
Francesca
DeBiase
Director
Ali
Dibadj
Director
Larry
C. Glasscock
Director
Jill
M. Golder
Director
Bradley
M. Halverson
Director
John
M. Hinshaw
Director
Roberto
Marques
Director
Jason
W. Murray
Director
Thomas
Ondrof
Director
Alison
Kenney Paul
Director
Sheila
G. Talton
Director
Executive
Officers
Kevin
P. Hourican
Chair
of the Board and Chief Executive Officer
Brandon
Sewell
Interim
Chief Financial Officer
Jennifer
K. Schott
Executive
Vice President, Chief Legal Officer & Secretary
Ronald
L. Phillips
Executive
Vice President, Chief Human Resources Officer
Gregory
S. Keller
Executive
Vice President, National Sales & Specialty Business
Brenna
C. Garrett
Senior
Vice President, Chief Commercial Officer
Stephen
Higgs
Senior
Vice President, U.S. Broadline Foodservice Operations
Jennifer
L. Johnson
Senior
Vice President, Chief Accounting Officer
-9-
EX-5.1 — EXHIBIT 5.1
EX-5.1
Filename: tm2625144d7_ex5-1.htm · Sequence: 3
Exhibit 5.1
Paul, Weiss, Rifkind, Wharton
& Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
September 16, 2026
Sysco Corporation
1390 Enclave Parkway
Houston, Texas 77077
Ladies and Gentlemen:
We have acted as special counsel
to Sysco Corporation, a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-3ASR
(File No. 333-298926) (the “Registration Statement”) of the Company, filed with the Securities and Exchange Commission (the
“Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder
(the “Rules”). You have asked us to furnish our opinion as to the legality of 12,345,679 shares (the “Shares”)
of the Company’s common stock, par value $1.00 per share (the “Common Stock”), (including 1,851,851 shares issuable
by the Company upon exercise of the underwriter’s option to purchase additional shares of Common Stock), which are registered under
the Registration Statement and which are being sold today pursuant to an Underwriting Agreement, dated September 14, 2026 (the “Underwriting
Agreement”), by and among the Underwriters named on Schedule I thereto (the “Underwriters”), and the Company.
Sysco Corporation 2
In connection with the furnishing of this opinion,
we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively,
the “Documents”):
1. the Registration Statement;
2. the preliminary prospectus supplement dated September 14, 2026 (the “Preliminary
Prospectus”);
3. the final prospectus supplement dated September 14, 2026 (the “Final
Prospectus”); and
4. the Underwriting Agreement.
In addition, we have examined (i)
such corporate records of the Company that we have considered appropriate, including a copy of the Restated Certificate of Incorporation,
the Certificate of Amendment to Restated Certificate of Incorporation and Amended and Restated Bylaws of the Company, certified by the
Company as in effect on the date of this letter, and copies of resolutions of the board of directors of the Company and the audit committee
of the board of directors of the Company relating to the issuance of the Shares, certified by the Company, and (ii) such other certificates,
agreements and documents that we deemed relevant and necessary as a basis for the opinion expressed below.
We have also relied upon oral and
written statements of officers and representatives of the Company, the factual matters contained in the representations and warranties
of the Company made in the Documents and upon certificates of public officials and the officers of the Company.
Sysco Corporation 3
In our examination of the documents
referred to above, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals
who have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity
to the originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements
or other documents, the authenticity of all the latter documents and that the statements regarding matters of fact in the certificates,
records, agreements, instruments and documents that we have examined are accurate and complete.
Based upon the above, and subject
to the stated assumptions, exceptions and qualifications, we are of the opinion that the Shares have been duly authorized by all necessary
corporate action on the part of the Company and, when issued, delivered and paid for as contemplated in the Registration Statement and
in accordance with the terms of the Underwriting Agreement, the Shares will be validly issued, fully paid and non-assessable.
The opinion expressed above is limited
to the General Corporation Law of the State of Delaware. Our opinion is rendered only with respect to the laws, and the rules, regulations
and orders under those laws, that are currently in effect.
Sysco Corporation 4
We hereby consent to use of this
opinion as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” contained
in the prospectus included in the Registration Statement, the Preliminary Prospectus and the Final Prospectus. In giving this consent,
we do not thereby admit that we come within the category of persons whose consent is required by the Act or the Rules.
Very truly yours,
/s/ Paul, Weiss, Rifkind, Wharton & Garrison
LLP
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
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