Why This Matters to Distributors: The deal would put Restaurant Depot’s cash-and-carry warehouses under the same ownership as Sysco’s delivery network. That could change how independent restaurants shop for food and supplies—and how distributors compete for their business.
More than six months after Sysco announced its proposed acquisition of Jetro Restaurant Depot, the companies remain separate and the deal is still awaiting regulatory clearance.
The most recent public status disclosure from Sysco says the Federal Trade Commission’s review is ongoing and that Sysco and Restaurant Depot are responding to the agency’s requests for additional information. The FTC has not announced a decision. Under the federal review process, the waiting period remains in effect until 30 days after the companies comply with the requests, unless the agency ends it earlier.
The latest reported development came this week from the deal’s opponents. The Houston Business Journal reported that 15 independent restaurant owners organized by the Independent Restaurant Coalition traveled to Washington in September to meet with congressional and agency staff. They urged officials to consider how the acquisition could affect independent operators.
Restaurant owners and advocates say Restaurant Depot gives smaller operators another place to buy food and supplies and a way to compare prices and negotiate with broadline distributors. The coalition argues that if Sysco owns both businesses, restaurants could lose an independent purchasing alternative. That is the coalition’s position; regulators have not announced findings on the deal’s competitive effects.
The opposition has also reached lawmakers. In August, Democratic lawmakers asked federal agencies to scrutinize the transaction, citing concerns that it could reduce competition and put pressure on restaurants and food suppliers.
Sysco has described the businesses as serving different buying preferences. Its broadline business delivers products to customers, while Restaurant Depot operates warehouses where operators select and transport purchases themselves. Sysco has said Restaurant Depot would remain a standalone business segment after closing. The company says the combination would give customers more purchasing options and let Restaurant Depot draw on Sysco’s supply-chain capabilities.
The proposed acquisition would give Sysco control of Restaurant Depot’s network of 167 warehouse stores in 35 states, which serves more than 725,000 independent restaurants and foodservice operators, according to Sysco. The agreement calls for $21.6 billion in cash, subject to adjustments, and 91.5 million shares. Sysco valued the transaction at about $29.1 billion when it was announced March 30.
For distributors, the combination would extend Sysco’s reach beyond its delivery model into cash-and-carry, where restaurant operators can shop in person and take products with them. Sysco has said it sees potential to open more than 125 additional Restaurant Depot locations. If that expansion happens, it could bring the format into more markets; the proposal does not guarantee that new stores will open.
The deal’s practical impact will depend on how Sysco operates the business if the acquisition is clear. Distributors and restaurant customers will be watching whether Restaurant Depot retains its current assortment, pricing, and self-service approach, and whether customers continue to view it as an alternative to delivery suppliers.
Sysco has continued arranging financing, including a large bond offering that closed Oct. 6. That is a step toward funding the transaction, not a change in its regulatory status. The companies cannot complete the acquisition until the review and other closing conditions are resolved.
Sysco has said it expects the deal to close by the third quarter of its 2027 fiscal year, subject to regulatory clearance and other conditions. For now, the clearest update is that the review remains open, restaurant groups are pressing their case with officials, and Sysco’s proposed combination of delivery and cash-and-carry distribution has not yet been approved.
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