01—Abstract
Summary
Summary of the 8-K filed January 31, 2024. Cited figures are marked; the original filing is the authoritative source.
TD SYNNEX Corporation (SNX) disclosed in this Form 8-K that it and certain entities managed by affiliates of Apollo Global Management, Inc. (the Selling Stockholders) entered into an underwriting agreement dated January 29, 2024 for a secondary public offering of 8,768,750 shares of the Company's common stock, including 1,143,750 shares sold under the full exercise of the underwriters' option.
The offering was completed on January 31, 2024. The Company did not receive any proceeds from the shares sold by the Selling Stockholders. Concurrently, the Company repurchased 1,375,000 shares of its common stock from the underwriters at $100.50a per share, for a purchase price of approximately $138.2 million.
The Concurrent Share Repurchase was made under the Company's existing share repurchase program, funded with existing cash on hand, and was reviewed and approved by the Audit Committee composed of independent and disinterested directors. The underwriters received no compensation for the repurchased shares.
For investors, the key takeaways are that the secondary sale was executed by the selling shareholder rather than the Company, and that the Company itself bought back a meaningful block of shares at the same time, using cash on hand. The offering was made under shelf registration statements on Form S-3 that became effective on September 2, 2021 and October 10, 2023.
02—Key points
Key Highlights
- Secondary offering of 8,768,750 shares of common stock sold by Selling Stockholders affiliated with Apollo Global Management, Inc., including 1,143,750 shares from the full exercise of the underwriters' option
- Underwriting Agreement dated January 29, 2024; offering completed January 31, 2024
- Company repurchased 1,375,000 shares from the underwriters at $100.50 per share, a total purchase price of approximately $138.2 million
- Concurrent Share Repurchase was made under the existing share repurchase program and funded with existing cash on hand
- Audit Committee of independent and disinterested directors reviewed and approved the Concurrent Share Repurchase
- The Company received none of the proceeds from the shares sold in the Offering
- Offering made under Form S-3 shelf registration statements effective September 2, 2021 and October 10, 2023
03—Questions
Frequently Asked Questions
Did TD SYNNEX receive any proceeds from the secondary offering?
No. All shares in the Offering were sold by the Selling Stockholders, and the Company did not receive any of the proceeds from those sales.
How many shares did the Selling Stockholders sell?
The Selling Stockholders sold an aggregate of 8,768,750 shares of common stock, which includes 1,143,750 shares sold pursuant to the exercise in full of the underwriters' option to purchase additional shares.
Did the Company buy back any shares in connection with the offering?
Yes. The Company purchased 1,375,000 shares of common stock from the underwriters as part of the Offering at $100.50 per share, for a purchase price of approximately $138.2 million, under its existing share repurchase program.
How was the concurrent share repurchase funded?
The Company used existing cash on hand to fund the Concurrent Share Repurchase.
Who approved the concurrent share repurchase and were there any conflicts?
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 the filing describes as comprised of independent and disinterested directors.
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