01—Abstract
Summary
Summary of the 8-K filed March 29, 2024. Cited figures are marked; the original filing is the authoritative source.
TD SYNNEX Corporation (SNX) disclosed in this Form 8-K, filed March 29, 2024, that on March 27, 2024 it entered into an underwriting agreement relating to a secondary public offering of 12,075,000 shares of its common stock sold by certain entities managed by affiliates of Apollo Global Management, Inc. (the Selling Stockholders).
The total includes 1,575,000 shares sold under the underwriters' full exercise of their option to purchase additional shares. The offering is expected to close on or about April 2, 2024. As part of the same underwriting agreement, the Company repurchased 500,000 shares of common stock from the underwriters at $108.60a per share, for a total of approximately $54.3 million.
The 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 of independent, disinterested directors. The underwriters received no compensation for the repurchased shares.
The Company stated that it received none of the proceeds from the shares sold by the Selling Stockholders. 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
- Selling Stockholders affiliated with Apollo Global Management, Inc. are selling 12,075,000 shares of TD SYNNEX common stock in a secondary public offering, including 1,575,000 shares from the full exercise of the underwriters' option.
- The offering is expected to close on or about April 2, 2024.
- TD SYNNEX concurrently repurchased 500,000 shares from the underwriters at $108.60 per share, for approximately $54.3 million.
- The concurrent repurchase was funded with existing cash on hand under the Company's existing share repurchase program.
- The Audit Committee of independent and disinterested directors reviewed and approved the concurrent share repurchase.
- TD SYNNEX received none of the proceeds from the shares sold by the Selling Stockholders.
- The offering was made under Form S-3 shelf registration statements effective September 2, 2021 and October 10, 2023.
03—Questions
Frequently Asked Questions
Who is selling the shares in this offering?
The shares are being sold by certain entities managed by affiliates of Apollo Global Management, Inc., referred to in the filing as the Selling Stockholders. The Company itself did not sell any shares in the offering.
How many shares were sold in the offering?
An aggregate of 12,075,000 shares of common stock, par value $0.001 per share, were sold by the Selling Stockholders. This figure includes 1,575,000 shares sold pursuant to the underwriters' full exercise of their option to purchase additional shares.
Did TD SYNNEX receive any money from the offering?
No. The filing states that the Company did not receive any of the proceeds from the sale of shares by the Selling Stockholders.
Did TD SYNNEX buy any shares as part of this transaction?
Yes. The Company purchased 500,000 shares of common stock from the underwriters at $108.60 per share, for a purchase price of approximately $54.3 million. The purchase was made under the existing share repurchase program using cash on hand, and the underwriters received no compensation for these shares.
When is the offering expected to close?
The offering is expected to close on or about April 2, 2024.
04—Continue