Sysco and Jetro Restaurant Depot, the nation’s premier Cash & Carry food wholesaler, jointly announced today that they have entered into a definitive agreement under which Sysco will acquire Jetro Restaurant Depot in a transformative transaction that allows Sysco to enter the high-margin, growing, and resilient Cash & Carry channel. Under the terms of the agreement, Jetro Restaurant Depot shareholders will receive $21.6 billion in cash proceeds and 91.5 million Sysco shares. Based on Sysco’s closing share price of $81.80 as of March 27, 2026, this represents a total enterprise value of approximately $29.1 billion, or 14.6x Jetro Restaurant Depot’s Operating Income.1
Jetro Restaurant Depot is a leading U.S. wholesale Cash & Carry foodservice provider serving smaller, independent restaurants and businesses seeking high-quality food at low prices. Jetro Restaurant Depot’s customer group is complementary to Sysco’s higher-volume customers seeking delivery and white glove service. A purpose-built one-stop-shop model for chefs and restaurant owners, Jetro Restaurant Depot operates 166 large-format warehouse stores across 35 states that serve more than 725,000 independent restaurants and foodservice operators with a broad assortment of fresh and low-priced products. For calendar year 2025, Jetro Restaurant Depot generated approximately $16 billion in revenue, approximately $2.1 billion in EBITDA, and approximately $1.9 billion in free cash flow, and has maintained a 30-year track record of EBITDA growth.
The Cash & Carry channel is a $60-70 billion addressable market2 and is the primary source of supply for many smaller independent restaurants and foodservice operators, providing them everyday low prices, seven days a week, with on-demand access to a full selection of fresh, ambient, and frozen foodservice products, and a convenient in-store shopping experience. Cash & Carry is a growing channel that benefits across economic cycles.
“We’re thrilled to combine two industry leaders to create a preeminent multi-channel foodservice distribution platform,” said Kevin Hourican, Chair of the Board and Chief Executive Officer of Sysco. “Together, Sysco and Jetro Restaurant Depot will enhance value for small independent restaurants and the consumers they serve by expanding access to more affordable, fresh food products and delivering more choice and convenience. Jetro Restaurant Depot will benefit from access to Sysco’s best-in-class foodservice supply chain and logistics capabilities and Sysco will benefit from new ways to serve local customers. The combined company will have increased purchasing efficiencies, enabling lower prices for more customers. Even more importantly, we see a long runway of opening new Jetro Restaurant Depot warehouses, bringing the industry leader in affordability to hundreds of new communities and creating thousands of new jobs. This will allow us to create significant value for our company, our customers, and our shareholders.”
1 Based on calendar year 2025.
2 Third party consultant market study.
Hourican continued, “Jetro Restaurant Depot is a best-in-class operator with a differentiated value proposition that is highly complementary and synergistic with Sysco. We have high conviction in Jetro Restaurant Depot’s proven model and talented leadership team and look forward to partnering with them to better serve local businesses and restaurants across the country. We are also pleased that Sysco is on track to deliver our 2026 guidance and build on our steady business momentum, including through local performance where we expect to deliver over 3% of local case growth in Q3 2026. I am excited to work with Richard and the talented team at Jetro Restaurant Depot to profitably grow the business.”
“Today’s announcement is an exciting moment for Jetro Restaurant Depot and a clear recognition of the strength of our business model, and the teams who have built it over the past 50 years,” said Stanley Fleishman, Executive Chairman of Jetro Restaurant Depot. “From the start, our focus has been simple and straightforward, in line with the vision of our founder, Nathan Kirsh: to support independent shopkeepers, restaurant owners, and people running independent food businesses who depend on one-stop food service shopping at low prices seven, days a week. Sysco is the best possible partner for our next chapter because they share our growth mindset and bring the systems and national and international supply logistic capabilities to help us grow across the U.S. and beyond. We are extremely excited to be able to offer our full range of low-cost, high-quality, dry and perishable foodservice products to more customers in more markets. We look forward to increasing opportunities for our team, all while staying focused on supporting independent foodservice businesses and the families who run them. Additionally, I look forward to joining Sysco’s Board and have tremendous confidence in the long-term growth potential of the combined company.”
Compelling Strategic and Financial Benefits
- Attractive Pro Forma Financial Profile: The combined company generated 2025 annual net revenues of nearly $100 billion, approximately $6.4 billion of adjusted EBITDA, and $5.5 billion of free cash flow, increasing Sysco’s revenue by approximately 20%, EBITDA by approximately 45%, and free cash flow by approximately 55%.
- Immediately Accretive: Sysco expects the transaction to be mid to high single-digit accretive to earnings per share in the first year following close, and low to mid-teens accretive in the second year following close. Sysco is committed to maintaining a strong balance sheet, its current investment grade credit ratings, and its dividend, with significant financial flexibility to continue to invest for future growth.
- Long-Term Growth Runway and Job Creation: Leveraging Sysco’s expansive supply chain footprint across the U.S., Sysco has high confidence in the opportunity to open 125+ new Jetro Restaurant Depot locations in key markets across the country over at least the next two decades. These new stores will provide customers more affordable food options while creating a stable source of retail jobs in these communities.
- Better Together Synergies: Through targeted collaboration that is minimally disruptive to the core Jetro Restaurant Depot and Sysco businesses, the combination is expected to realize approximately $250 million in annualized net cost synergies within the first three years following closing and represent approximately 12.5% of Jetro Restaurant Depot’s Operating Income. These synergies will be realized primarily via savings on product procurement and inbound supply chain optimization. Over the medium-term, the combined company sees opportunity to win additional customers in both businesses through access to an expanded assortment and improved sales and service. That longer-term value would be accretive to these defined synergies.
- Extends Sysco into the High-Margin, Growing, and Resilient Cash & Carry Segment: By adding Jetro Restaurant Depot’s national network of 166 Cash & Carry warehouse locations in 35 states, Sysco will enter this attractive industry segment, broaden its customer base of small independent restaurants and food businesses, and improve its ability to serve local customers.
Combination to Deliver More Value, Choice, and Convenience to Customers and Communities
- More Value: By opening 125+ new Jetro Restaurant Depot warehouses, in part by utilizing Sysco’s supply chain, the combination will bring affordable restaurant and food supplies to more customers and communities nationwide.
- Broader Choice: Customers will benefit from a broader combined product assortment across the Sysco and Jetro Restaurant Depot catalogs, spanning food & restaurant supplies and various specialty offerings, as well as multiple price tiers from value to premium.
- Improved Service and Increased Convenience: Jetro Restaurant Depot customers will benefit from Sysco’s best-in-class foodservice supply chain and logistics capabilities, while Sysco customers will benefit from the same-day shopping offered by Jetro Restaurant Depot’s brick & mortar locations. Together, customers will have access to more fulfillment options to choose from that meet their evolving needs.
“It has been a privilege to partner with Jetro Restaurant Depot for more than two decades on a remarkable journey of growth. This transformative transaction represents a compelling opportunity that we believe will unlock meaningful long‑term value for the combined company. As Sysco shareholders, we have full confidence in the combined company’s future and look forward to participating in this next chapter,” said Jonathan Sokoloff, Managing Partner of Leonard Green & Partners, L.P.”
Leadership, Governance, and Headquarters
Upon closing of the transaction, Jetro Restaurant Depot will operate as a standalone business segment within Sysco, maintaining its strong operating model. Jetro Restaurant Depot’s leadership team is expected to remain in place under Richard Kirschner, who will report to Hourican. Jetro Restaurant Depot will maintain its headquarters in Whitestone, New York, ensuring continuity for employees, customers, and partners. In addition, two of Jetro Restaurant Depot’s current directors, Sir Bradley Fried and Stanley Fleishman, will join the Sysco Board of Directors as the companies move forward together. The companies do not anticipate workforce reductions as a result of the transaction.
Transaction Details
The transaction is valued at $29.1 billion. The total consideration represents an acquisition multiple of approximately 14.6x Jetro Restaurant Depot’s Operating Income or 13.0x including expected synergies.
Sysco plans to fund the cash portion of the transaction with $21 billion of new debt and hybrid debt, and $1 billion of cash on hand, equity, or equity-linked securities. Upon closing, Sysco will issue approximately 19.1% of its outstanding shares to Jetro Restaurant Depot shareholders, who are expected to own approximately 16% of Sysco’s outstanding common stock.
Sysco remains committed to maintaining a strong balance sheet and its current credit ratings. As a result, Sysco is pausing its share repurchase program to prioritize rapid de-leveraging following the acquisition and intends to reduce net leverage by at least 1.0x in the first 24 months post-close. Sysco intends to resume its share repurchase program after making significant progress towards de-leveraging. Sysco remains committed to its long-term net leverage target of approximately 2.75x and to maintaining its current dividend amount and its Dividend Aristocrat status.
The transaction has also been unanimously approved by the Board of Directors of Sysco and the Board of Directors of Jetro Restaurant Depot. The transaction is expected to close by the third quarter of Sysco’s fiscal 2027, subject to the satisfaction of customary closing conditions, including receipt of regulatory approvals.
