Sysco on March 30, 2026, announced a definitive agreement to acquire Jetro Restaurant Depot, the operator of the Restaurant Depot cash-and-carry wholesale chain, in a transaction valued at about $29.1 billion. The companies said the deal was approved by both boards and remains subject to regulatory approval and other customary closing conditions. Sysco said the acquisition is designed to expand its reach in the cash-and-carry channel, which serves smaller independent restaurants and foodservice operators.
Key Insights
- Sysco will pay Jetro Restaurant Depot shareholders $21.6 billion in cash and issue 91.5 million Sysco shares under the agreement.
- Sysco valued the transaction at approximately $29.1 billion, based on its March 27 closing share price of $81.80.
- Jetro Restaurant Depot operates 166 warehouse stores across 35 states and serves more than 725,000 independent restaurants and foodservice operators, according to Sysco’s release.
- Sysco said the deal is expected to close by the third quarter of its fiscal 2027, subject to approvals.
- The company said it is pausing its share repurchase program and reaffirming its fiscal 2026 guidance.
Deal Structure and Terms
Sysco and Jetro Restaurant Depot said the agreement was entered into as a definitive transaction. Under the terms disclosed by Sysco, Jetro Restaurant Depot shareholders will receive cash and Sysco stock, with the equity portion representing about 19.1% of Sysco’s outstanding shares at closing and about 16% of the combined company’s common stock. Sysco said it plans to finance the cash portion with $21 billion in new debt and hybrid debt, plus $1 billion in cash, equity, or equity-linked securities.
Sysco said the combined company will operate Jetro Restaurant Depot as a standalone business segment and keep its headquarters in Whitestone, New York. The company also said Jetro Restaurant Depot’s leadership team is expected to remain in place under Richard Kirschner, who will report to Sysco Chief Executive Officer Kevin Hourican. Sysco said it does not anticipate workforce reductions as a result of the transaction.
Why Sysco Is Buying Jetro Restaurant Depot
In its announcement, Sysco described Jetro Restaurant Depot as a leading cash-and-carry foodservice provider for smaller, independent restaurants and businesses that want on-demand access to foodservice products. Sysco said the acquisition gives it entry into a channel it described as “high-margin, growing, and resilient.” The company also said the cash-and-carry market is a $60 billion to $70 billion addressable market, citing a third-party consultant study.
The company said Jetro Restaurant Depot’s model complements Sysco’s delivery business, which serves restaurants, hospitals, schools, hotels, and other food-away-from-home customers. Sysco said the combined platform would broaden its service options for local customers and expand access to fresh products, lower prices, and more convenience. AP also reported that the deal links Sysco more closely with customers that already turn to Restaurant Depot for supplies when they need them quickly.
Financial and Operating Details
Sysco said Jetro Restaurant Depot generated about $16 billion in revenue, about $2.1 billion in EBITDA, and about $1.9 billion in free cash flow in calendar year 2025. The company also said Jetro Restaurant Depot operates 166 large-format warehouse stores in 35 states and has a 30-year track record of EBITDA growth. Sysco said the acquisition is expected to be immediately accretive to margins, earnings per share, and free cash flow, and to deliver about $250 million in annualized net cost synergies within three years after closing.
Sysco said it expects the transaction to be mid- to high-single-digit accretive to earnings per share in the first year after closing and low- to mid-teens accretive in the second year after closing. The company also said it expects to open 125 or more new Jetro Restaurant Depot locations over at least the next two decades. Those statements were included in Sysco’s release and should be treated as company expectations rather than completed results.
Market Reaction and Credit Watch
Reuters reported that Sysco shares fell about 12% after the announcement, as investors reacted to the size of the transaction and the debt financing plan. Reuters also reported that Fitch placed Sysco on rating watch negative and Moody’s placed the company’s ratings on review for downgrade after the deal was announced. Sysco said it was pausing its share repurchase program while it prioritizes de-leveraging after the acquisition.
Sysco reaffirmed its fiscal 2026 guidance in the announcement, saying it expects sales growth of 3% to 5% and adjusted earnings per share at the high end of its previously issued range of $4.50 to $4.60. Reuters likewise reported that Sysco maintained its annual outlook after announcing the transaction.
Sysco and Jetro Restaurant Depot have announced a definitive agreement, and both boards have approved the transaction. The deal has not yet closed and still requires regulatory approval and other customary closing conditions. Sysco said it expects the acquisition to close by the third quarter of fiscal 2027.
