01—Abstract
Summary
Summary of the 8-K filed October 10, 2025. Cited figures are marked; the original filing is the authoritative source.
On October 10, 2025, TD SYNNEX Corporation issued and sold $550,000,000a aggregate principal amount of 4.300% Senior Notes due 2029 and $600,000,000 aggregate principal amount of 5.300% Senior Notes due 2035 in a registered public offering under its Form S-3 shelf registration.
The Notes were issued under a base indenture dated August 9, 2021 with Citibank, N.A., as trustee, as supplemented by sixth and seventh supplemental indentures dated October 10, 2025. The indenture contains customary covenants limiting liens on subsidiary stock and principal properties, sale/leaseback transactions, and consolidations, mergers, or asset sales involving TD SYNNEX, along with customary events of default. The Company received net offering proceeds of approximately $1.14 billionb before expenses.
It intends to use the proceeds, together with other available funds, to repay all or a portion of the $581.3 millionc senior unsecured term loan outstanding under its Amended and Restated Credit Agreement dated April 16, 2024, to repay or redeem the outstanding $700 million of 1.750% Senior Notes due August 9, 2026, and for general corporate purposes. Interest on the 2029 Notes is payable semi-annually beginning January 17, 2026, and interest on the 2035 Notes is payable semi-annually beginning April 10, 2026.
For investors, the transaction is primarily a refinancing that replaces near-term debt maturities, including the 2026 notes and the term loan, with longer-dated fixed-rate notes maturing in 2029 and 2035. Each series may be redeemed before its par call date at the greater of a make-whole price or par, plus accrued interest, and at par plus accrued interest thereafter.
02—Key points
Key Highlights
- Issued $550 million of 4.300% Senior Notes due January 17, 2029 and $600 million of 5.300% Senior Notes due October 10, 2035 in a registered public offering.
- Received net offering proceeds of approximately $1.14 billion before expenses.
- Proceeds intended to repay the $581.3 million senior unsecured term loan, repay or redeem the $700 million 1.750% Senior Notes due August 9, 2026, and fund general corporate purposes.
- Notes are governed by a base indenture dated August 9, 2021 with Citibank, N.A., as trustee, as supplemented on October 10, 2025.
- Indenture includes covenants limiting liens on subsidiary stock and principal properties, sale/leaseback transactions, and consolidations, mergers, or asset sales by TD SYNNEX, plus customary events of default.
- Optional redemption before par call dates (December 17, 2028 for 2029 Notes; July 10, 2035 for 2035 Notes) at the greater of a make-whole price or par, plus accrued interest; par plus accrued interest thereafter.
- Interest payable semi-annually, beginning January 17, 2026 for the 2029 Notes and April 10, 2026 for the 2035 Notes.
03—Questions
Frequently Asked Questions
What debt did TD SYNNEX issue?
The Company sold $550 million of 4.300% Senior Notes due 2029 and $600 million of 5.300% Senior Notes due 2035, in a registered public offering under its Form S-3 registration statement and a prospectus supplement dated October 7, 2025.
How will TD SYNNEX use the proceeds?
The Company intends to use the net proceeds, together with other available funds, to repay all or a portion of the $581.3 million term loan under its April 16, 2024 credit agreement, to repay or redeem the $700 million 1.750% Senior Notes due August 9, 2026, and for general corporate purposes.
What restrictions do the notes impose on the company?
The indenture limits 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 of its assets to, another person.
Can the company redeem the notes early?
Yes. Before the par call dates (December 17, 2028 for the 2029 Notes and July 10, 2035 for the 2035 Notes), the Company may redeem notes at the greater of a make-whole price based on the Treasury Rate plus 15 basis points (2029 Notes) or 20 basis points (2035 Notes), or 100% of principal, plus accrued interest. On or after the par call dates, redemption is at 100% of principal plus accrued interest.
When do interest payments begin and when do the notes mature?
The 2029 Notes bear interest at 4.300%, payable January 17 and July 17 beginning January 17, 2026, and mature January 17, 2029. The 2035 Notes bear interest at 5.300%, payable April 10 and October 10 beginning April 10, 2026, and mature October 10, 2035.
04—Continue