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TD Synnex 8-K Report, Corporate Update (Apr 8, 2024)

Reports
Other Events·Exhibits & Filings
Filing Date
Filed April 8, 2024
Period End
April 4, 2024
Security
SNX
In the record · 2016–202610-K1110-Q338-K163

SNX filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 163 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · Oct ’18Oct ’18
  2. Deal closed8-K · Dec ’20Dec ’20
  3. Leadership change8-K · Sep ’22Sep ’22
  4. Material agreement8-K · Sep ’26Sep ’26

01—Abstract

Summary

Summary of the 8-K filed April 8, 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 April 4, 2024 for a secondary public offering of 5,309,299 shares of the Company's common stock.

The Selling Stockholders sold all shares in the offering, and the Company did not receive any of the proceeds. The offering is expected to close on or about April 9, 2024. Concurrently, the Company repurchased 1,750,000 shares of its common stock from the underwriters as part of the offering at $114.20a per share, for a purchase price of approximately $199.9 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 shares the Company repurchased.

The offering was made under shelf registration statements on Form S-3 and a preliminary prospectus supplement dated April 4, 2024. For investors, the key takeaways are that the secondary sale by Apollo-affiliated holders did not generate capital for the Company, while the Company itself absorbed roughly $199.9 millionb of its own cash to buy back a portion of the offered shares.

02—Key points

Key Highlights

  1. Apollo-managed selling stockholders offered 5,309,299 shares of TD SYNNEX common stock in a secondary public offering under an underwriting agreement dated April 4, 2024.
  2. TD SYNNEX repurchased 1,750,000 shares from the underwriters as part of the offering at $114.20 per share, for approximately $199.9 million.
  3. The Concurrent Share Repurchase was made under the existing share repurchase program and funded with existing cash on hand.
  4. The Audit Committee of independent and disinterested directors reviewed and approved the concurrent repurchase.
  5. The Company received none of the offering proceeds; all shares in the offering were sold by the Selling Stockholders.
  6. The offering is expected to close on or about April 9, 2024.
  7. The offering was made under Form S-3 shelf registration statements, with a preliminary prospectus supplement dated April 4, 2024.

03—Questions

Frequently Asked Questions

  1. 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.

  2. Why did TD SYNNEX buy shares in the offering?

    The Company purchased 1,750,000 shares of its common stock from the underwriters as a concurrent share repurchase, at $114.20 per share, for approximately $199.9 million. The filing states it was made under the Company's existing share repurchase program.

  3. How was the share repurchase funded?

    The Company used existing cash on hand to fund the Concurrent Share Repurchase.

  4. Who approved the concurrent share repurchase?

    The terms and conditions were reviewed and approved by the Audit Committee of the Company's board of directors, which is comprised of independent and disinterested directors.

  5. When is the offering expected to close?

    The offering is expected to close on or about April 9, 2024.

04—Continue

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