Financing

Restaurants are worried about the Sysco-Restaurant Depot deal. Should they be?

Independent operators were shaken when the broadline distributor announced a $29 billion acquisition of the cash-and-carry operation. But some say the deal could have some real benefits.
Restaurant Depot
A stream of restaurant operators visited Restaurant Depot on a Tuesday afternoon. | Photo by Jonathan Maze.

Josh Ziskin spends so much time picking up supplies from Restaurant Depot that his wife Jen calls him a “very underpaid delivery driver.” He goes at least four times a week, mostly to get the basics, like flour and sugar. “They usually give him a break on Sundays,” Jen said. 

Ziskin is the chef behind the couple’s two Boston restaurants, La Morra and Punch Bowl, and his wife has asked him whether the time he spent making those deliveries was worth it.

Apparently, it is. While the restaurants get deliveries for many of their products, the cost savings on dry goods, bottled water and produce at Restaurant Depot is worth his time. No matter how they crunch the numbers.

“It’s just common knowledge these days how small the profit margin is—if there is a profit margin,” Jen Ziskin said. “And, you know, you’re just always trying to save. I mean, I don’t think he really wants to go to Restaurant Depot four times a week. I think you’d rather have it delivered. But it’s the fact that he saved so much money going to the Depot that it helps create some cash flow for the restaurants.” 

It’s enough cash flow that the Ziskins are worried about what might happen to those prices after Sysco, the country’s largest broadline distributor, announced plans to buy Jetro Restaurant Depot for $29 billion, using mostly debt and stock. 

The deal, which took a number of industry observers by surprise, has elicited all kinds of feelings among the mostly independent restaurants that use Restaurant Depot, the country’s largest so-called cash-and-carry distributor, basically a wholesale retailer for restaurants.

The Independent Restaurant Coalition (IRC) wants the FTC to block the deal, as does the American Economic Liberties Project. An IRC petition to block the deal instantly picked up hundreds of signatures. Comments on social media sites about the deal are overwhelmingly negative. “There goes Restaurant Depot,” one said. 

Erika Polmar, executive director of IRC, called it “essential” to keep plenty of competition in the distribution space to give independent operators places to go when they need to save money. “This feels really threatening to remove one of the only real sources of that competition,” she said. 

These feelings do not necessarily flow through the entire industry. The National Restaurant Association has not taken a position. IFMA, the Food Away from Home Association, argues that the acquisition will be beneficial for independent restaurants. 

“It will increase the portfolio of products that are available at Restaurant Depot,” said Charlie McConnell, VP of industry insights, research and education at the trade group. “It might allow Sysco to introduce some of their private label into Restaurant Depot, which will be a cost-savings for independent restaurants. And it increases the negotiating power with Sysco’s suppliers so they can use that leverage to lower their costs of goods.” 

Natie Kirsh acquired his first cash-and-carry business, in 1970 in South Africa, and started selling goods to Black shopkeepers. He founded a cash-and-carry store in Brooklyn in 1976, called Jetro. In 1994, Jetro bought Restaurant Depot, which was founded four years earlier in Queens, forming Jetro Restaurant Depot.

The operation expanded rapidly in the 2000s with a wholesale retailing model featuring large, no-frills stores aimed directly at restaurants. The company has since grown into the largest and best-known of the cash-and-carry distributors, with 166 locations, mostly in dense urban areas, and generates about $16 billion in annual revenue.

Operators use Restaurant Depot in a variety of ways, both to buy supplies at lower prices and to get items when they really need them. 

“The convenience, like the last-minute from the Depot is really key,” Ziskin said. “It’s Friday night, you have a crazy busy Friday night. You’ve gone through all your fish. You call your fish guy. He can’t get you the fresh fish for Saturday. And the Depot has a great selection of fish, so [Josh will] go to the Depot and then go to the restaurant, and he can stock fish in that capacity.” 

Sysco is a different business entirely. It does not operate retail warehouse locations but instead delivers goods to foodservice companies. That delivery comes with a higher price, and it means that the restaurant must be big enough to warrant a big truck delivering a large amount of goods. It means that food trucks and other small restaurants and foodservice companies don’t use Sysco.

The broadline distributor is big, however, generating about $85 billion in annual revenues, commanding about 20% of the overall delivery market. And it is one of the most acquisitive companies on the planet. Since 2009, the Houston-based company has made at least 27 different acquisitions. 

Despite this, the deal for Restaurant Depot hit a lot of people by surprise. “I didn’t have that on my BINGO card,” David Henkes, senior principal with Restaurant Business sibling company Technomic, said on a recent edition of the podcast A Deeper Dive. 

But maybe it should have been. As McConnell noted, Sysco had been buying up specialty distributors in recent years, expanding into new areas, notably its 2023 purchase of equipment distributor Edward Don. 

It’s easy to see why Sysco wants Restaurant Depot. Cash-and-carry is a more profitable business than is the business of delivering goods to stores. 

If the deal goes through, Restaurant Depot will account for 20% of the combined company’s revenue and 45% of its EBITDA, or earnings before interest, taxes, depreciation and amortization. That’s before any alleged “synergies,” or cost cuts, improve that profitability.

The broadline business, Henkes noted, has seen profit margins deteriorate as more business is contracted. That makes the cash-and-carry business attractive. “Those are pure shoppers,” Henkes said. “The pure margin restaurant operators are coming to your point, are paying full price and it’s a more profitable customer. And I think that is something every distributor is looking for right now, because distribution is a low-margin business.” 

Still, Wall Street did not like the deal, despite those profits. The large amount of debt that Sysco has to take on to buy Restaurant Depot, about $20 billion worth, was enough to send stock in the distributor plummeting more than 15%. In addition, Sysco is paying a higher premium for Restaurant Depot than its own stock traded for, which also made investors nervous. Sysco’s stock remains below its pre-deal average.

But nobody was quite so shaken as independent restaurants. As it is, there has already been something of a distrust of Sysco, given its size. The deal for Restaurant Depot brought that distrust to the fore. 

Jen Ziskin recalled a party rental company locally that started buying out local mom-and-pop shops in the Boston area, leading to price hikes. She fears that could happen with Restaurant Depot. 

“My biggest concern is the competition level,” she said. “They could change the way the Depot is utilized. Will we still have that flexibility? Cash-and-carry is really helpful at the Depot. I just hope this doesn’t create some kind of monopoly situation.” 

One key issue is whether the customers are truly separate. Restaurant Depot customers, which number about 725,000, are typically too small to take Sysco deliveries. But the Ziskins use both delivery—albeit not at Sysco—and Restaurant Depot. Technomic’s Henkes said that 45% of broadline distributor customers also shop cash-and-carry stores. 

“Even if they’re not a Restaurant Depot customer or a Sysco customer, those two systems compete,” Polmar said. “If delivery prices go up, restaurants may go to the warehouse. That back-and-forth acts like a system of checks and balances. For restaurants it becomes a survival strategy.”

Profitability on the part of independent restaurants plays a major role in the reaction. According to the National Restaurant Association, median, pretax income at full-service restaurants has declined to 2.8% in 2025 from 4% in 2019. Operators are dealing with a host of issues that have sapped profits.

The Ziskins try to make 3% profit margins, but most of the time they’re happy to break even. “You do everything you can to make that happen without sacrificing service,” Jen Ziskin said. 

But Sysco would be sacrificing a substantial business by doing anything to change the way Restaurant Depot is operated. 

McConnell noted that Sysco has kept the brand names of some of its specialty acquisitions, such as the Italian specialty distributor Greco and Sons, acquired in 2021, and Edward Don. 

“It might not change very much because it’s already a very successful business,” he said.

There’s also the potential of expansion. Sysco believes its supply chain network could help ramp up growth in Restaurant Depot, which could fuel another 125 locations. And Sysco believes there are some benefits in being able to serve customers however they want to be served. 

“By combining Sysco and Restaurant Depot, our business will be able to provide the type of service a customer is looking for when they desire it at the price point they are willing to pay,” Sysco CEO Kevin Hourican told analysts in late March when the deal was announced. “Together, we will become a nationwide, omnichannel foodservice provider that grows our business profitably.”

Perhaps the bigger question is whether Sysco could one day regret that deal. US Foods in 2020 bought Smart Foodservice, now called Chef’Store, expanded the cash-and-carry business, and by 2024 announced plans to look for a buyer. In part, the company said that the expected synergies never quite materialized. 

As for the federal government, that remains to be seen. Some observers we’ve spoken with don’t expect the type of opposition to this deal that was seen in 2015 with the US Foods merger proposal. Yet there is the concern about prices, and if there’s a sense that the merger could lead to higher prices, maybe that gets the FTC sniffing around. 

“This is the exact type of situation antitrust law exists for,” Polmar said. “We have seen the FTC block Sysco before.” 

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