Item 1.01 Entry into a Material Definitive Agreement.
On March 24, 2020, Tiger Merger Sub Co. (the "Merger Sub"), an affiliate of
certain investment funds managed by affiliates of Apollo Global Management,
Inc., announced that, in connection with the previously announced tender offers
and consent solicitations (the "Consent Solicitations"), on March 24, 2020, the
requisite consents were received to adopt the proposed amendments (the "Proposed
Amendments") to amend (i) the indenture, dated January 17, 2017, between Tech
Data Corporation (the "Company") and MUFG Union Bank, N.A., as trustee (the
"Trustee"), as supplemented from time to time (the "Indenture"), (ii) the Global
Security for the Company's 3.700% Senior Notes due 2022 (the "2022 Notes") and
(iii) the Global Security for the Company's 4.950% Senior Notes due 2027 (the
"2027 Notes" and, together with the 2022 Notes, the "Notes"). The Consent
Solicitations were conducted pursuant to the terms of, and subject to the
conditions set forth in, the offer to purchase and consent solicitation
statement, dated March 10, 2020 (the "Offer to Purchase and Consent
Solicitation"), and the separate consent solicitation statement, dated March 10,
2020 (the "2027 Consent Solicitation" and, together with the Offer to Purchase
and Consent Solicitation, the "Offer to Purchase and Consent Solicitation
Statements"). As previously announced, Tiger Midco, LLC, the parent of Merger
Sub, and Tech Data Corporation entered into an agreement and plan of merger to
acquire Tech Data Corporation (the "Merger").
Entry into Supplemental Indentures
On March 24, 2020, the Company and the Trustee entered into a Supplemental
Indenture with respect to the 2022 Notes Indenture and Global Security for the
2022 Notes (the "2022 Supplemental Indenture") and a Supplemental Indenture with
respect to the 2027 Notes Indenture and Global Security for the 2027 Notes (the
"2027 Supplemental Indenture" and, together with the 2022 Supplemental
Indenture, the "Supplemental Indentures") effecting the Proposed Amendments.
The Proposed Amendments implemented by the Supplemental Indentures will become
operative with respect to the Notes only at such time as the following
conditions are satisfied or otherwise waived, if applicable, by Merger Sub:
(1) the Notes that are validly tendered (and not validly withdrawn) have been
accepted for purchase by Merger Sub in accordance with the terms of the Offer to
Purchase and Consent Solicitation Statements (and, in the case of the 2027
Notes, when Merger Sub provides notice that it will pay the consent fee as part
of the 2027 Consent Solicitation) and (2) the other conditions to the Consent
Solicitations set forth in the Offer to Purchase and Consent Solicitation
Statements, including the substantially concurrent consummation of the Merger,
have been satisfied.
The Proposed Amendments amend the Indenture and the Notes by:
• Adding the following sentence to the end of the definition of "Change of
Control" in the Notes:
Notwithstanding the foregoing, a "Change of Control" will not occur or be deemed
to occur (i) in connection with the Acquisition or (ii) at any time so long as
(1) the Permitted Holders directly or indirectly beneficially own a majority of
the voting power of the Company's Voting Stock or (2) no other Person, other
than the Permitted Holders, beneficially owns a majority of the voting power of
the Company's Voting Stock.
• adding the following definitions in the proper alphabetical order to the
list of defined terms under the heading titled "Change of Control Offer"
in the Notes "Acquisition" means the acquisition of the Company pursuant
to the Agreement and Plan of Merger, dated November 12, 2019, as amended
on November 27, 2019 by Amendment No. 1 to Agreement and Plan of Merger
(as further amended, supplemented, waived or otherwise modified from time
to time), by and among the Company, Tiger Midco LLC and the Tiger Merger
Sub Co., which provides that Tiger Merger Sub Co. will merge with and into
the Company (the "Merger"), with the Company continuing as the surviving
corporation in the Merger.
"Permitted Holders" means, at any time, (i) one or more investment funds
affiliated with, controlled by or managed by Apollo Global Management, Inc. and
any of their respective Affiliates other than any portfolio companies
(collectively, the "Apollo Sponsors") and (ii) any Person that forms a group
(within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act)
with the Apollo Sponsors; provided that, collectively, the Apollo Sponsors
control a majority of the voting power of the voting stock beneficially owned by
The foregoing descriptions of the 2022 Supplemental Indenture and the 2027
Supplemental Indenture do not purport to be complete and are qualified in their
entirety by reference to the full text of the 2022 Supplemental Indenture and
the 2027 Supplemental Indenture, respectively, which are filed as Exhibits 4.1
and 4.2, respectively, to this Current Report on Form 8-K. The 2022 Supplemental
Indenture and the 2027 Supplemental Indenture are incorporated by reference into
this Item 1.01.
Item 3.03 Material Modification to Rights of Security Holders.
The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated into this item by reference.
Item 9.01 Financial Statements and Exhibits.
The following materials are attached as exhibits to this Current Report on Form
4.1 Supplemental Indenture, dated March 24, 2020, between Tech Data
Corporation and MUFG Union Bank, N.A. for the 2022 Notes
4.2 Supplemental Indenture, dated March 24, 2020, between Tech Data
Corporation and MUFG Union Bank, N.A. for the 2027 Notes
104 Cover Page Interactive Data File (embedded within the Inline XBRL
© Edgar Online, source Glimpses