EXHIBIT 1.2
EXECUTION COPY
PRICING AGREEMENT
Goldman, Sachs & Co.,
As Representatives of the several
Underwriters named in Schedule I hereto,
85 Broad Street,
New York, New York 10004.
September 19, 2005
Ladies and Gentlemen:
Sysco Corporation, a Delaware corporation (the "Company"), proposes,
subject to the terms and conditions stated herein and in the Underwriting
Agreement, dated September 19, 2005 (the "Underwriting Agreement"), between the
Company on the one hand and Goldman, Sachs & Co. on the other hand, to issue and
sell to the Underwriters named in Schedule I hereto (the "Underwriters") the
Securities specified in Schedule II hereto (the "Designated Securities"). Each
of the provisions of the Underwriting Agreement is incorporated herein by
reference in its entirety, and shall be deemed to be a part of this Agreement to
the same extent as if such provisions had been set forth in full herein; and
each of the representations and warranties set forth therein shall be deemed to
have been made at and as of the date of this Pricing Agreement, except that each
representation and warranty which refers to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a representation or warranty as of
the date of the Underwriting Agreement in relation to the Prospectus (as therein
defined), and also a representation and warranty as of the date of this Pricing
Agreement in relation to the Prospectus as amended or supplemented relating to
the Designated Securities which are the subject of this Pricing Agreement. Each
reference to the Representatives herein and in the provisions of the
Underwriting Agreement so incorporated by reference shall be deemed to refer to
you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representatives designated to
act on behalf of the Representatives and on behalf of each of the Underwriters
of the Designated Securities pursuant to Section 12 of the Underwriting
Agreement and the address of the Representatives referred to in such Section 12
are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, 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 time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign and
return to us one for the Company and each of the Representatives plus one for
each counsel counterparts hereof, and upon acceptance hereof by you, on behalf
of each of the Underwriters, this letter and such acceptance hereof, including
the provisions of the Underwriting Agreement incorporated herein by reference,
shall constitute a binding agreement between each of the Underwriters and the
Company. It is understood that your acceptance of this letter on behalf of each
of the Underwriters is or will be pursuant to the authority set forth in a form
of Agreement among Underwriters, the form of which shall be submitted to the
Company for examination upon request, but without warranty on the part of the
Representatives as to the authority of the signers thereof.
Very truly yours,
Sysco Corporation
By: /s/ John K. Stubblefield
------------------------------------
Name: John K. Stubblefield, Jr.
Title: Executive Vice President, Finance
and Chief Financial Officer
Accepted as of the date hereof:
Goldman, Sachs & Co.
By: /s/ Goldman, Sachs & Co.
-------------------------------------
(Goldman Sachs & Co.)
On behalf of each of the Underwriters
SCHEDULE I
PRINCIPAL
AMOUNT OF
DESIGNATED
SECURITIES
TO BE
UNDERWRITER PURCHASED
Goldman, Sachs & Co........................................... $ 229,999,999
Banc of America Securities LLC................................. 66,666,667
J.P. Morgan Securities Inc. ................................... 66,666,667
Merrill Lynch, Pierce, Fenner & Smith Incorporated............. 66,666,667
BNY Capital Markets, Inc....................................... 10,000,000
Comerica Securities, Inc. ..................................... 10,000,000
Mitsubishi Securities International plc........................ 10,000,000
SunTrust Capital Markets, Inc. ................................ 10,000,000
TD Securities (USA) LLC........................................ 10,000,000
Wachovia Capital Markets, LLC.................................. 10,000,000
Wells Fargo Securities, LLC.................................... 10,000,000
------------------
Total...................................... $ 500,000,000
==================
SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
5.375% Senior Notes due September 21, 2035 (the "Senior Notes")
AGGREGATE PRINCIPAL AMOUNT:
$500,000,000
PRICE TO PUBLIC:
99.911% of the principal amount of the Designated Securities
PURCHASE PRICE BY UNDERWRITERS:
99.161% of the principal amount of the Designated Securities
FORM OF DESIGNATED SECURITIES:
Book-entry only form represented by one or more global securities deposited
with The Depository Trust Company ("DTC") or its designated custodian, to
be made available for checking by Representatives at least twenty-four
hours prior to the Time of Delivery at the office of DTC
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Federal (same day) funds
TIME OF DELIVERY:
9:30 a.m. (New York City time), September 22, 2005
INDENTURE:
Indenture dated as of June 15, 1995 between Sysco Corporation and Wachovia
Bank, National Association (formerly First Union National Bank of North
Carolina), as Trustee, as amended and supplemented by seven supplemental
indentures and as further amended and supplemented by the Eighth
Supplemental Indenture to be dated as of September 22, 2005 (the "Eighth
Supplemental Indenture," and, together with the Indenture and all other
amendments thereto, collectively, the "Indenture")
MATURITY:
September 21, 2035
INTEREST RATE:
5.375% per annum
INTEREST PAYMENT DATES:
March 21 and September 21
REDEMPTION PROVISIONS:
In whole or in part at any time and from time to time, at the option of the
Company, at a redemption price equal to the greater of the following
amounts, plus, in either case, accrued and unpaid interest on the principal
amount being redeemed to the date of redemption: (1) 100% of the principal
amount of the Designated Securities to be redeemed; or (2) the sum of the
present values of the remaining scheduled payments of the principal of and
interest on the Designated Securities to be redeemed (exclusive of interest
accrued on the date of redemption), discounted to the date of redemption on
a semiannual basis (assuming a 360-day year consisting twelve 30-day
months) at the Treasury Rate (as defined in the Eighth Supplemental
Indenture) plus 15 basis points
SINKING FUND PROVISIONS:
No sinking fund provisions
DEFEASANCE PROVISIONS:
The Indenture contains provisions for defeasance at any time of the entire
indebtedness of the Senior Notes or of certain restrictive covenants and
Events of Default with respect to the Senior Notes, in each case upon
compliance with certain conditions set forth in the Indenture. The
Indenture with respect to the Senior Notes shall be discharged and canceled
upon the payment of all of the Senior Notes and shall be discharged except
for certain obligations upon the irrevocable deposit with the Trustee of
any combination of funds and U.S. Government Obligations sufficient for
such payment
CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:
The offices of Baker Botts L.L.P.,
3000 One Shell Plaza,
910 Louisiana,
Houston, Texas 77002.
DELAYED DELIVERY:
None
NAMES AND ADDRESSES OF REPRESENTATIVES:
Goldman Sachs & Co.,
85 Broad Street,
New York, New York 10004.