Sysco bets $29 billion on Restaurant Depot to reshape food distribution

Overview

Sysco, which delivers food to roughly one in every six restaurants in America, announced on March 30 that it would buy Jetro Restaurant Depot—the nation's largest cash-and-carry wholesaler—for $29.1 billion. The deal combines Sysco's truck delivery with Restaurant Depot's 166 warehouse stores, where independent owners load items and pay cash, creating a company serving over a million customers.

Sysco shares fell 13%, the worst drop since the pandemic shuttered restaurants in March 2020. Sysco is taking on $21 billion in new debt at elevated interest rates, issuing 91.5 million new shares, and integrating a different business model. The FTC blocked Sysco's last acquisition eleven years ago, and credit rating agencies Fitch and Moody's both placed the company on negative watch.

Why it matters

If this deal closes, every independent restaurant in America will buy food from a company that controls pricing and supply.

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Key Indicators

$29.1B

Total deal value

The largest acquisition in food distribution history, comprising $21.6 billion in cash and 91.5 million Sysco shares

13%

Sysco stock decline on announcement day

The worst single-day drop for Sysco shares since March 2020, reflecting investor concerns over leverage and dilution

166

Restaurant Depot warehouse stores

Cash-and-carry locations across 35 states serving approximately 725,000 customers

$16B

Restaurant Depot annual revenue

Calendar year 2025 revenue, with approximately $2.1 billion in earnings before interest, taxes, depreciation, and amortization

$250M

Projected annual cost synergies

Expected within three years of closing, primarily from procurement and supply chain efficiencies

14.6x

Acquisition multiple on operating income

The price Sysco is paying relative to Restaurant Depot's operating profit, dropping to 13.0x when adjusted for expected synergies

Voices

Curated perspectives — historical figures and your fellow readers.

Theodore Roosevelt

(1858-1919) · Progressive Era · politics

Fictional AI pastiche — not real quote.

"By Jove, when a single corporation already feeds one in six American restaurants and still hungers for more, we must ask whether this is the bold vision of a captain of industry or merely the reckless leverage of a monopolist drunk on his own ambition — and I suspect the FTC, if it possesses half the backbone it ought, already knows the answer!"

Ever wondered what historical figures would say about today's headlines?

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People Involved

Kevin Hourican

Leading Sysco's largest-ever acquisition

Stanley Fleishman

Leading Restaurant Depot through its sale to Sysco

Andrew N. Ferguson

Will oversee antitrust review of the deal

Organizations Involved

Sysco Corporation

Public corporation (NYSE: SYY)

Acquirer — announced largest deal in food distribution history

The largest foodservice distributor in the United States, delivering food and related products to roughly 700,000 customer locations including restaurants, hospitals, schools, and hotels.

Jetro Restaurant Depot

Private corporation

Target — agreed to $29.1 billion sale to Sysco

The largest cash-and-carry wholesale foodservice supplier in the United States, operating 166 warehouse stores across 35 states where business customers purchase food, beverages, and supplies without delivery or membership fees.

Federal Trade Commission (FTC)

Federal agency

Expected to conduct antitrust review of the deal

The independent U.S. agency responsible for enforcing antitrust law and reviewing proposed mergers, including the authority to challenge deals it believes would substantially reduce competition.

Timeline

January 1976 March 2026

9 events Latest: March 30th, 2026 · 3 months ago

Tap a bar to jump to that date

March 2026
Sysco announces $29.1 billion Restaurant Depot acquisition
Latest M&A

Sysco announced a definitive agreement to acquire Jetro Restaurant Depot for $21.6 billion in cash and 91.5 million Sysco shares. The company will finance the deal with $21 billion in new debt. Sysco shares fell 13%, credit agencies placed ratings on negative watch, and the company paused its share buyback program.
March 30th, 2026
December 2025
Trump orders food supply chain antitrust crackdown
Regulatory

President Trump signed an executive order directing the FTC and Department of Justice to create Food Supply Chain Security Task Forces to investigate price-fixing and anticompetitive behavior in food industries.
December 6th, 2025
January 2025
Andrew Ferguson becomes FTC chairman
Regulatory

Andrew Ferguson replaced Lina Khan as FTC chairman, signaling a shift toward a more merger-friendly posture with emphasis on structural remedies over deal-blocking.
January 1st, 2025
May 2023
FEMSA sells Restaurant Depot minority stake
Corporate

Mexican conglomerate Fomento Economico Mexicano (FEMSA) divested its minority stake in Jetro Restaurant Depot for $1.4 billion as part of a broader corporate restructuring.
May 31st, 2023
June 2015
Federal judge blocks Sysco-US Foods deal
Legal

U.S. District Judge Amit Mehta granted the FTC's injunction, finding that the merger would significantly reduce competition. Sysco abandoned the deal six days later and paid a $300 million breakup fee.
June 23rd, 2015
February 2015
FTC sues to block Sysco-US Foods merger
Legal

The Federal Trade Commission filed an administrative complaint and sought a preliminary injunction, arguing the deal would reduce competition in 32 local markets and nationwide.
February 19th, 2015
December 2013
Sysco announces US Foods acquisition
M&A

Sysco announced a $8.2 billion deal to acquire US Foods, the second-largest broadline foodservice distributor. The combined company would have controlled roughly 75% of the national broadline market.
December 8th, 2013
January 1990
Restaurant Depot launched
Corporate

Restaurant Depot was founded in Elmhurst, Queens, New York, targeting foodservice businesses with a no-membership, no-delivery warehouse model. It became a Jetro division in 1994.
January 1st, 1990
January 1976
Jetro Cash & Carry founded
Corporate

Jetro Cash & Carry was established in New York City as a wholesale cash-and-carry operation, later expanding to California, New Jersey, Miami, and Philadelphia.
January 1st, 1976

Historical Context

3 moments from history that rhyme with this story — and how they unfolded.

December 2013 – June 2015

Sysco-US Foods merger blocked (2015)

Sysco attempted to acquire US Foods, the second-largest broadline food distributor, for $8.2 billion. The combined company would have controlled roughly 75% of the national broadline distribution market. The Federal Trade Commission sued to block the deal, and U.S. District Judge Amit Mehta granted an injunction in June 2015, finding the merger would substantially reduce competition in both national and local markets.

Then

Sysco abandoned the deal and paid US Foods a $300 million breakup fee. US Foods went public in 2016.

Now

The case became a landmark precedent for antitrust enforcement in food distribution and made Sysco cautious about horizontal combinations. The industry continued consolidating through smaller, less controversial acquisitions.

Why this matters now

Sysco's current deal is structured to avoid the same trap: instead of combining with a direct broadline competitor, it's acquiring a company in a different channel (cash-and-carry vs. delivery). Whether regulators accept that distinction will determine the deal's fate.

October 2022 – December 2024

Kroger-Albertsons merger blocked (2024)

Kroger proposed a $24.6 billion acquisition of Albertsons, the second-largest U.S. supermarket chain. The FTC challenged the deal, arguing it would raise grocery prices for millions of Americans. In December 2024, two federal courts granted injunctions blocking the merger, and the companies terminated the deal.

Then

Both companies continued operating independently. The ruling reinforced that proposed divestitures to smaller buyers may not satisfy regulators if the buyer lacks the scale to maintain competitive intensity.

Now

The case demonstrated that even proposed divestitures worth billions may not save a deal if regulators doubt the buyer's ability to compete effectively against the merged entity.

Why this matters now

The Kroger-Albertsons case shows that food industry mega-mergers face intense regulatory scrutiny regardless of proposed remedies. However, it involved two direct competitors in the same channel—unlike the Sysco-Restaurant Depot deal, which combines companies in adjacent but distinct channels.

June – November 2008

InBev acquisition of Anheuser-Busch (2008)

Belgian-Brazilian brewer InBev acquired Anheuser-Busch, the maker of Budweiser, for $52 billion—then the largest all-cash acquisition in history. The deal combined the world's two largest brewers into AB InBev. Despite concerns about market concentration, regulators approved the deal after targeted divestitures.

Then

The combined company achieved significant cost synergies by rationalizing operations, but took on enormous debt that constrained investment for years.

Now

AB InBev became the dominant global brewer but faced persistent criticism over rising beer prices and declining product innovation. The heavy debt load became a recurring drag on the stock.

Why this matters now

The parallel to Sysco is the combination of massive debt-funded acquisition, promised synergies, and the question of whether scale in a commodity distribution business actually produces durable value—or simply creates a leveraged giant with limited room to maneuver.