01—Abstract
Summary
Summary of the 8-K filed April 12, 2024. Cited figures are marked; the original filing is the authoritative source.
TD SYNNEX Corporation issued and sold $600,000,000a aggregate principal amount of 6.100% Senior Notes due 2034 on April 12, 2024, in a registered public offering under its Form S-3 registration statement.
The notes accrue interest payable semi-annually on April 12 and October 12, beginning October 12, 2024, and mature on April 12, 2034. The Company received net offering proceeds of approximately $595.5 millionb before expenses. The Company intends to use the net proceeds, together with other available funds, to repay or redeem on or prior to maturity its outstanding $700.0 million aggregate principal amount of 1.250% Senior Notes due August 9, 2024, and for general corporate purposes.
The offering therefore refinances near-term debt and extends the maturity profile of the Company's obligations. The notes are governed by a base indenture dated August 9, 2021 with Citibank, N.A., as trustee, as supplemented by a fifth supplemental indenture.
The indenture contains customary covenants limiting liens on shares of certain subsidiaries or principal properties, sale/leaseback transactions, and, for TD SYNNEX, consolidations, mergers, or sales of substantially all assets. The notes may be redeemed before the January 12, 2034 par call date at a make-whole price (Treasury Rate plus 30 basis points), and at 100%c of principal thereafter, plus accrued interest.
02—Key points
Key Highlights
- Issued $600.0 million of 6.100% Senior Notes due April 12, 2034 in a registered public offering under a Form S-3 registration statement.
- Received net offering proceeds of approximately $595.5 million before expenses.
- Plans to use proceeds, with other available funds, to repay or redeem the $700.0 million 1.250% Senior Notes due August 9, 2024, and for general corporate purposes.
- Interest is payable semi-annually on April 12 and October 12, beginning October 12, 2024.
- Notes may be redeemed before January 12, 2034 at the greater of a make-whole price (Treasury Rate plus 30 basis points) or 100% of principal, plus accrued interest; on or after that date at 100% of principal plus accrued interest.
- Indenture contains customary covenants limiting liens, sale/leaseback transactions, and consolidations, mergers, or asset sales, along with customary events of default.
- Filing incorporates the base indenture from August 9, 2021 with Citibank, N.A., as trustee, and the fifth supplemental indenture dated April 12, 2024.
03—Questions
Frequently Asked Questions
How much debt did TD SYNNEX issue and at what rate?
TD SYNNEX issued $600,000,000 aggregate principal amount of 6.100% Senior Notes due 2034, with interest payable semi-annually in arrears.
How much cash did the company receive from the offering?
The Company received net offering proceeds of approximately $595.5 million, before expenses, upon closing of the Notes Offering.
What will the proceeds be used for?
The Company intends to use the net proceeds, together with other available funds, to repay or redeem on or prior to maturity its outstanding $700.0 million 1.250% Senior Notes due August 9, 2024, and for general corporate purposes.
When do the notes mature and when can the company redeem them?
The notes mature on April 12, 2034. TD SYNNEX may redeem them at any time before January 12, 2034 (the Par Call Date) at the greater of a Treasury-based make-whole price (Treasury Rate plus 30 basis points) or 100% of principal, plus accrued and unpaid interest. On or after the Par Call Date, redemption is at 100% of principal plus accrued and unpaid interest.
What restrictions does the indenture place on the company?
The indenture contains customary covenants that limit TD SYNNEX and certain subsidiaries from creating liens on shares of certain subsidiaries or on principal properties and from engaging in sale/leaseback transactions. It also restricts TD SYNNEX from consolidating or merging with, or selling or leasing substantially all its assets to, another person.
04—Continue