01—Abstract
Summary
Summary of the 8-K filed March 28, 2024. Cited figures are marked; the original filing is the authoritative source.
TD SYNNEX Corporation (NYSE: SNX) announced on March 27, 2024 the pricing and upsize of a secondary public offering of 10,500,000 shares of its common stock, all of which are being sold by certain entities managed by affiliates of Apollo Global Management, Inc. (the Selling Stockholders).
The Company will not receive any proceeds from the shares sold by the Selling Stockholders. The underwriters hold a 30-day option to purchase up to an additional 1,575,000 shares from the Selling Stockholders. The offering is expected to close on or about April 2, 2024, subject to customary closing conditions.
J.P. Morgan Securities LLC, Barclays Capital Inc., BofA Securities, Inc., and Mizuho Securities USA LLC are joint bookrunners and underwriters. In a concurrent transaction, the Company agreed to repurchase 500,000 shares of common stock from the underwriters, at the same price per share the underwriters pay the Selling Stockholders, under its existing share repurchase program.
The Company plans to fund this Concurrent Share Repurchase from existing cash on hand, and the Audit Committee of the board, composed of independent and disinterested directors, reviewed and approved the terms. The underwriters receive no compensation on those shares. The offering is being made under shelf registration statements on Form S-3 (File Nos. 333-259270 and 333-274915), and the filing notes that certain underwriters and their affiliates have performed, and may in the future perform, investment banking services for the Company for which they received or will receive customary fees.
02—Key points
Key Highlights
- Secondary offering of 10,500,000 shares of TD SYNNEX common stock, all sold by Apollo-managed Selling Stockholders
- Underwriters hold a 30-day option to buy up to an additional 1,575,000 shares from the Selling Stockholders
- TD SYNNEX will receive no proceeds from the shares sold by the Selling Stockholders
- Company agreed to repurchase 500,000 shares from the underwriters under its existing share repurchase program, funded from existing cash on hand
- Concurrent repurchase terms were reviewed and approved by the Audit Committee of independent, disinterested directors
- Offering expected to close on or about April 2, 2024, subject to customary closing conditions
- Offering made under shelf registrations on Form S-3 that became effective September 2, 2021 and October 10, 2023
03—Questions
Frequently Asked Questions
Does TD SYNNEX receive any cash from the secondary offering?
No. The Company will not receive any of the proceeds from the sale of shares by the Selling Stockholders. The Company's only cash outlay tied to the offering is the purchase of 500,000 shares from the underwriters in the Concurrent Share Repurchase, which it plans to fund from existing cash on hand.
Who is selling the shares?
The shares are being sold by certain entities managed by affiliates of Apollo Global Management, Inc. (the Selling Stockholders).
How is the Concurrent Share Repurchase priced?
The Company agreed to buy the 500,000 shares from the underwriters at a price per share equal to the price the underwriters pay the Selling Stockholders. The underwriters receive no compensation on these shares.
When is the offering expected to close?
The offering is expected to close on or about April 2, 2024, subject to customary closing conditions.
Do the underwriters have any additional share purchase rights?
Yes. The underwriters have a 30-day option to purchase up to an additional 1,575,000 shares of common stock from the Selling Stockholders.
04—Continue