01—Abstract
Summary
Summary of the 8-K filed January 29, 2024. Cited figures are marked; the original filing is the authoritative source.
On January 29, 2024, TD SYNNEX Corporation (the "Company") entered into an underwriting agreement relating to a secondary public offering of 7,625,000 shares of its common stock, all to be sold by certain entities managed by affiliates of Apollo Global Management, Inc. (the "Selling Stockholders").
The underwriters received a 30-day option to purchase up to an additional 1,143,750 shares from the Selling Stockholders. The Company will not receive any proceeds from the sale of shares by the Selling Stockholders. Concurrently, the Company agreed to repurchase 1,375,000 shares from the underwriters at the same price per share the underwriters pay the Selling Stockholders (the "Concurrent Share Repurchase").
The repurchase will be made under the Company's existing share repurchase program and funded with existing cash on hand. The Audit Committee, composed of independent and disinterested directors, reviewed and approved the terms. The Company also disclosed that the underwriters and their affiliates have performed, and may perform, investment banking services for the Company for fees.
The offering was made under shelf registration statements on Form S-3 that became effective on September 2, 2021 and October 10, 2023. A press release dated January 29, 2024 announced the pricing of the offering, with closing expected on or about January 31, 2024, subject to customary conditions. Goldman Sachs & Co. LLC, BofA Securities, Inc. and RBC Capital Markets, LLC are joint bookrunners.
02—Key points
Key Highlights
- Selling Stockholders (Apollo-affiliated entities) are offering 7,625,000 shares of TD SYNNEX common stock in a secondary public offering.
- Underwriters hold a 30-day option to buy up to an additional 1,143,750 shares from the Selling Stockholders.
- The Company will receive none of the offering proceeds from the Selling Stockholders' sales.
- The Company agreed to repurchase 1,375,000 shares from the underwriters at the offering price per share, funded from existing cash on hand under its existing share repurchase program.
- The Audit Committee of independent and disinterested directors reviewed and approved the Concurrent Share Repurchase terms.
- The offering closing is expected on or about January 31, 2024, subject to customary closing conditions.
- Goldman Sachs & Co. LLC, BofA Securities, Inc. and RBC Capital Markets, LLC are joint bookrunners and underwriters.
03—Questions
Frequently Asked Questions
Does TD SYNNEX receive any proceeds from the offering?
No. The Company will not receive any proceeds from the sale of shares by the Selling Stockholders in the offering.
What is the Concurrent Share Repurchase?
The Company agreed to purchase 1,375,000 shares of common stock from the underwriters at the same price per share the underwriters pay the Selling Stockholders. The purchase will be made under the existing share repurchase program and funded from existing cash on hand.
Who are the selling stockholders?
The selling stockholders are certain entities managed by affiliates of Apollo Global Management, Inc.
How was the repurchase transaction approved?
The terms and conditions of the Concurrent Share Repurchase were reviewed and approved by the Audit Committee of the Company's board of directors, which is comprised of independent and disinterested directors.
When is the offering expected to close?
The offering is expected to close on or about January 31, 2024, subject to customary closing conditions.
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