01—Abstract
Summary
Summary of the 8-K filed April 5, 2024. Cited figures are marked; the original filing is the authoritative source.
TD SYNNEX Corporation (NYSE: SNX) disclosed on April 5, 2024 that it entered into an underwriting agreement on April 4, 2024 for a secondary public offering of 5,309,299 shares of its common stock, all sold by certain entities managed by affiliates of Apollo Global Management, Inc. The Company will not receive any proceeds from the Offering.
The press release states these shares represent all the remaining shares owned by the Selling Stockholders. In a concurrent transaction, the Company agreed to repurchase 1,750,000 shares from the underwriters at the same price the underwriters pay the Selling Stockholders. The repurchase will be made under the Company's existing share repurchase program and funded with existing cash on hand.
The terms were reviewed and approved by the Audit Committee, composed of independent and disinterested directors, and the underwriters receive no compensation on the repurchased shares. The offering is made under shelf registration statements on Form S-3 that became effective September 2, 2021 and October 10, 2023.
The offering is expected to close on or about April 9, 2024, subject to customary closing conditions. The filing also 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 customary fees.
02—Key points
Key Highlights
- Secondary offering of 5,309,299 shares of common stock (par value $0.001) priced April 4, 2024, all sold by Apollo-managed entities
- The Selling Stockholders' sale represents all of their remaining shares in the Company, per the press release
- The Company will not receive proceeds from the Offering
- Concurrent share repurchase of 1,750,000 shares from the underwriters at the offering price, under the existing share repurchase program
- The Company plans to fund the concurrent repurchase with existing cash on hand; the Audit Committee of independent, disinterested directors approved the terms
- Joint bookrunners are J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, and RBC Capital Markets, LLC
- Expected closing on or about April 9, 2024, subject to customary closing conditions
03—Questions
Frequently Asked Questions
How many shares are being sold in the offering, and who is selling them?
Certain entities managed by affiliates of Apollo Global Management, Inc. are selling 5,309,299 shares of TD SYNNEX common stock. According to the press release, these shares represent all the remaining shares those entities owned.
Does TD SYNNEX receive any proceeds from the offering?
No. The filing states the Company will not receive any of the proceeds from the sale of shares by the Selling Stockholders.
What is the concurrent share repurchase, and how will it be funded?
TD SYNNEX agreed to buy 1,750,000 shares from the underwriters at the price the underwriters pay the Selling Stockholders. It will be made under the existing share repurchase program and funded with existing cash on hand. The underwriters receive no compensation on these shares.
Who approved the terms of the share repurchase?
The Audit Committee of the Company's board of directors, which is composed of independent and disinterested directors, reviewed and approved the terms of the Concurrent Share Repurchase.
When is the offering expected to close?
The offering is expected to close on or about April 9, 2024, subject to customary closing conditions, according to the press release attached as Exhibit 99.1.
04—Continue