Sysco will buy US Foods for about $3.5 billion from its private-equity owners in a deal that will combine the top two U.S. food distributors and create a company commanding at least a quarter of the $235 billion North American market.
Sysco, whose shares jumped as much as 25 percent to a record high Monday, touted the combination of its supply-chain expertise with the strong consumer-facing technologies of US Foods as a key driver for the deal, which creates a company with revenue of $65 billion.
“The purchase price seems fairly reasonable. It is less than 10 times trailing 12-month EBITDA, and there are synergies that are expected to result from the deal,” Morningstar analyst Erin Lash said. EBITDA is an abbreviation for earnings before interest, taxes, depreciation and amortization.
United Natural Foods, the next-largest publicly-listed food distributor, trades at about 14 times trailing EBITDA.
Sysco, which will assume US Foods’ debt of $4.7 billion, said it expected about $600 million in annual cost savings within three to four years.
Both companies distribute food to restaurants, hotels, hospitals, schools and other institutions.
Shareholders of US Foods — owned by affiliates of private-equity firms Clayton, Dubilier & Rice and KKR & Co. — will own about 13 percent of Sysco after the close of the deal, expected in the third quarter 2014.
Clayton, Dubilier & Rice and KKR are set to make more than 1.5 times their original investment in US Foods, according to people familiar with the matter who were not authorized to disclose such financial details.
The private-equity firms together invested about $2.25 billion as equity in 2007 to buy US Foods — then called US Foodservice — from Dutch grocer Ahold for $7.1 billion including debt.
The final returns of the private-equity firms will not be known until they sell all of their Sysco shares.
“KKR had the investment marked at 1.3 times [its investment cost] as of Sept. 30, so once again we see a sale at a price above marked value, indicating the general conservatism of KKR’s marks,” Oppenheimer analysts wrote in a research note.
Sysco chief executive Bill DeLaney, speaking on a conference call with analysts, said Sysco has an 18 percent share of the market, while US Foods has 9 percent.
DeLaney said the Federal Trade Commission, which rules on antitrust matters, would scrutinize the deal, but he noted that there were about 15,000 private companies involved in the U.S. food distribution industry.
Three antitrust experts agreed that the deal would get a close look and that the FTC could order some asset sales.
Sysco, with annual revenue of about $44 billion, is the largest operator in the U.S. food distribution business, with US Foods in the No. 2 spot.
The combined company will have 25 to 30 percent of the market, two of the experts said.
The plan to close the deal in the third quarter indicated that the companies know they will have tough meetings with regulators, the experts said.