01—Abstract
Summary
Summary of the 8-K filed March 27, 2024. Cited figures are marked; the original filing is the authoritative source.
On March 27, 2024, TD SYNNEX Corporation announced the launch of a secondary public offering of 9,000,000 shares of its common stock held by certain entities managed by affiliates of Apollo Global Management, Inc. (the Selling Stockholders).
The underwriters have a 30-day option to purchase up to an additional 1,350,000 shares from the Selling Stockholders. TD SYNNEX is not selling any shares in the offering and will not receive any proceeds from the sale by the Selling Stockholders. Concurrently, the Company has authorized a purchase from the underwriters of 500,000 shares of common stock as part of the offering, provided the total amount does not exceed $60.0 milliona (the Concurrent Share Repurchase).
The Company intends to fund this repurchase from existing cash on hand, and the underwriters will receive no compensation on those shares. The Concurrent Share Repurchase is part of the Company's existing share repurchase program. J.P.
Morgan Securities LLC, Barclays Capital Inc., BofA Securities, Inc., and Mizuho Securities USA LLC are joint bookrunners and underwriters. The offering is made under previously effective shelf registration statements (File Nos. 333-259270 and 333-274915), and the filing includes a press release (Exhibit 99.1) announcing the offering.
02—Key points
Key Highlights
- Apollo-affiliated Selling Stockholders are offering 9,000,000 shares of TD SYNNEX common stock in a secondary public offering.
- Underwriters hold a 30-day option to purchase up to an additional 1,350,000 shares from the Selling Stockholders.
- TD SYNNEX is not selling any shares and will receive no proceeds from the offering.
- The Company authorized a concurrent repurchase of 500,000 shares from the underwriters, capped at $60.0 million.
- The concurrent repurchase will be funded from existing cash on hand and is part of the existing share repurchase program.
- J.P. Morgan Securities LLC, Barclays Capital Inc., BofA Securities, Inc., and Mizuho Securities USA LLC are joint bookrunners.
- The offering uses shelf registration statements that became effective on September 2, 2021 and October 10, 2023.
03—Questions
Frequently Asked Questions
Will TD SYNNEX receive any proceeds from the secondary offering?
No. The Company is not selling any shares in the offering and will not receive any proceeds from the sale of shares by the Selling Stockholders.
How many shares are being offered, and is there an additional option?
The Selling Stockholders are offering 9,000,000 shares of common stock. The underwriters have a 30-day option to purchase up to an additional 1,350,000 shares.
What is the Concurrent Share Repurchase?
The Company has authorized the purchase of 500,000 shares of common stock from the underwriters as part of the offering, provided the total does not exceed $60.0 million. The underwriters will not receive compensation on these shares.
How will the Concurrent Share Repurchase be funded?
The Company intends to fund the repurchase from existing cash on hand. It is part of the Company's existing share repurchase program.
Who is selling shares and who is managing the offering?
Certain entities managed by affiliates of Apollo Global Management, Inc. are the Selling Stockholders. J.P. Morgan Securities LLC, Barclays Capital Inc., BofA Securities, Inc., and Mizuho Securities USA LLC are acting as joint bookrunners and underwriters.
04—Continue