The shell company that is meant to end up owning Sysco took the Sysco name on Tuesday, while the FTC still has a second request outstanding on the deal

Buried in a two-paragraph filing on Tuesday afternoon is a name change.

New Slider Holdco, Inc., a Delaware corporation formed for one purpose, filed a certificate of amendment with the Delaware Secretary of State on July 28 and became Sysco Holdings Corporation. The company reported it under Item 8.01, said the change does not affect the rights of its stockholders, and said nothing else was altered in the certificate. Andrew Wurdack signed as secretary. The registered address is 1390 Enclave Parkway in Houston, which is Sysco Corporation's address.

The interesting part is what the prospectus says about when that renaming is supposed to happen.

Sysco agreed on March 30, 2026 to buy Jetro Restaurant Depot, which is two entities: JRD Unico, Inc. and Warehouse Realty, LLC. JRD runs 167 large-format wholesale Cash and Carry warehouse stores in 35 states, serving what the prospectus puts at more than 725,000 independent restaurants and foodservice operators. Warehouse Realty owns some of the buildings. Jetro's equityholders are to receive $21.6 billion in cash, subject to customary adjustments, and 91.5 million shares of the new parent. Sysco's own stockholders exchange each share for one share of the new parent, and every Sysco share is cancelled. On July 13, 2026 there were 478,740,332 of them. On the estimates in the prospectus, legacy Sysco holders end up with about 84 percent of the combined company and former Jetro holders with about 16 percent.

No Sysco stockholder vote is required. The transaction runs through section 251(g) of the Delaware General Corporation Law, which permits a company to insert a holding company above itself without a vote, and the prospectus says so in a heading of its own.

The prospectus, dated July 20 and filed under Rule 424(b)(3), states that the holding company "will be renamed 'Sysco Holdings Corporation' immediately following completion of the mergers." That renaming is what Tuesday's filing records. What Tuesday's filing does not record, and what neither company has filed anything else to record, is that the mergers completed. Sysco Corporation lodged nothing at all on July 28. Its most recent filing remains a report from July 2.

Against that sits the antitrust position as the prospectus described it eight days ago. Sysco and Jetro each filed notification under the Hart-Scott-Rodino Act on April 27, 2026. On May 27 each received a request for additional information from the Federal Trade Commission, the step the bar calls a second request, and the parties were in the process of responding when the prospectus was dated. A second request stops the clock until 30 days after both sides have substantially complied, unless the agency ends the waiting period sooner. Expiry or termination of that waiting period is the first listed condition to closing.

The rest of the conditions are ordinary: no prohibiting law or injunction, the registration statement effective, which happened on July 17, the new shares authorised for listing, accuracy of representations, compliance with covenants, and a tax opinion for each side.

What is not ordinary is the price of failure. If either Sysco or the sellers' representative terminates because the required regulatory clearances were not obtained, or because the deal was not done by the termination date of September 30, 2027, as extended, Sysco pays the sellers $1.164 billion.

Two Jetro-side appointments are already written into the governance documents. The stockholders agreement, signed the same day as the merger agreement with the majority Jetro holder, funds affiliated with Leonard Green & Partners, L.P., and Platinum Falcon B 2018 RSC Limited, requires the new board to expand by two and appoint Sir Bradley Fried and Stanley Fleishman. Richard Kirschner has an offer letter to stay on as chief executive of Jetro Restaurant Depot after closing.

Jetro has never been a reporting company. The prospectus says so itself, in a risk factor that tells investors they cannot independently verify the business and financial information about it that appears in the document.