Sysco Corp (SYY)

[ofspring]

Sysco Corporation will be required to redeem the notes in whole, at a redemption price equal to 101% of the aggregate principal amount the notes, plus accrued and unpaid interest from and including the date of initial issuance, or the most recent date to which interest has been paid, whichever is later, to but not including the date of special mandatory redemption, if the merger between Sysco Corporation and USF Holding Corp. does not occur on or prior to October 8, 2015 or if the agreement relating to such merger is terminated on or prior to October 8, 2015.
Change of Control: Upon the occurrence of both (i) a change of control of Sysco Corporation and (ii) a downgrade of the notes below an investment grade within a specified period, as more particularly described in the preliminary prospectus supplement, Sysco Corporation will be required to make an offer to purchase the notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest to the date of repurchase.
Expected Settlement Date: T + 7; October 2, 2014