TECH DATA CORPORATION Item 1.01. Entry into a Material Definitive Agreement
ABL Credit Agreement General
On the Closing Date, in connection with the Merger, the Company assumed Merger
Sub's obligations under an Asset-Based Credit Agreement, dated as of the Closing
Date (the "ABL Credit Agreement"), by and among Parent, Merger Sub, the
subsidiaries of the Company from time to time party thereto as borrowers, the
lenders party thereto from time to time, the issuing banks party thereto from
time to time, and
Proceeds of the loans were and will be used (i) to fund the transactions contemplated by the Merger Agreement and to pay related fees and expenses, (ii) for working capital purposes and payment of the original issue discount and/or upfront fees and (iii) for other general corporate purposes.
Interest Rates and Fees
Borrowings under the ABL Credit Agreement will bear interest at a rate equal to,
at the Company's option, (a) a LIBOR rate determined by reference to the cost of
funds for Eurodollar deposits for the interest period relevant to such
borrowing, adjusted for certain additional costs, (b) a base rate determined by
reference to the highest of (i) the federal funds rate plus 0.50%, (ii) the
prime rate of
Collateral and Guarantors
All obligations under the ABL Credit Agreement are unconditionally guaranteed by Parent on a limited-recourse basis, each borrower thereunder (other than in respect of its own obligations) and certain of the Company's existing and future direct and indirect wholly-owned subsidiaries that own borrowing base assets, subject to certain exceptions. The obligations are secured by a pledge of the Company's capital stock directly held by Parent and first-priority security interests in substantially all accounts receivables, inventory, general intangibles (other than intellectual property), bank accounts and cash, and books and records related to the foregoing, in each case, subject to certain exceptions.
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Restrictive Covenants and Other Matters
The ABL Credit Agreement contains certain customary affirmative and negative covenants and customary events of default, including relating to a change of control. If an event of default occurs, the lenders under the ABL Credit . . .
Item 1.02. Termination of a Material Definitive Agreement
On the Closing Date, in connection with the Merger, the Company repaid in full
the outstanding amounts under the Third Amended and Restated Revolving Credit
Agreement, dated as of
On the Closing Date, in connection with the Merger, the Company repaid in full
the outstanding amounts under the Term Loan Credit Agreement, dated as of
On the Closing Date, in connection with the Merger, the Company repaid in full
the outstanding amounts under its receivables securitization facility, the
Amended and Restated Transfer and Administration Agreement, dated as of
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Item 2.01. Completion of Acquisition or Disposition of Assets
On the Closing Date, Parent completed the acquisition of the Company. Pursuant to the terms of the Merger Agreement, at the Effective Time Merger Sub merged with and into the Company, with the Company surviving the Merger as a direct wholly owned subsidiary of Parent.
At the Effective Time, each share of common stock, par value
At the Effective Time, each Company RSU Award (as defined in the Merger Agreement) that was outstanding immediately prior to the Effective Time fully vested and was canceled and converted into the right to receive an amount in cash equal to the Merger Consideration in respect of each share of Common Stock subject to such Company RSU Award immediately prior to the Effective Time (less any applicable withholding taxes). Each Company PRSU Award (as defined in the Merger Agreement) that was outstanding immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash equal to the Merger Consideration in respect of each share of Common Stock subject to such Company PRSU Award immediately prior to the Effective Time (less any applicable withholding taxes), with the number of shares of Common Stock subject to each such Company PRSU Award determined as follows: (A) with respect to each Company PRSU Award granted for the performance period commencing with the Company's fiscal year 2020, the number of shares of Common Stock subject to such Company PRSU Award immediately prior to the Effective Time equaled 110% of the Total Shares Granted as such term is used in the applicable Company PRSU Award (the "Total Shares Granted") and (B) with respect to each Company PRSU Award granted for the performance period commencing with the Company's fiscal year 2019, the number of shares of Common Stock subject to such Company PRSU Award immediately prior to the Effective Time equaled 130% of the Total Shares Granted.
To complete the Merger and related transactions, Parent has used funds in an
amount of approximately
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
In connection with the closing of the Merger, the Company notified the
In addition, the Company intends to file a certification on Form 15 with the
The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
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Item 3.03. Material Modification to Rights of Security Holders
As a result of the Merger, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock held by Parent, Merger Sub or the Company (including treasury shares) at the Effective Time) was automatically canceled and converted into the right to receive the Merger Consideration at the Effective Time.
The information set forth under Items 2.01, 3.01, 5.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01. Change in Control of Registrant
As a result of the Merger, a change in control of the Company occurred, and the Company is now a direct wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of the Apollo Funds.
The information set forth in the Introductory Note and under Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
At the Effective Time, pursuant to the terms of the Merger Agreement,
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
In connection with the closing of the Merger, immediately following the Effective Time, the Company's articles of incorporation were amended and restated in their entirety (the "Amended and Restated Articles of Incorporation") and the Company's bylaws were amended and restated in their entirety (the "Amended and Restated Bylaws").
The Amended and Restated Articles of Incorporation of
Item 7.01. Regulation FD Disclosure
On
In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. The information in Item 7.01 of this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing or document.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
The following materials are attached as exhibits to this Current Report on Form
8-K:
Exhibit
Number Description
2.1 Agreement and Plan of Merger, dated as of November 12, 2019 , by
and among Tech Data Corporation , Tiger Midco, LLC and Tiger Merger
Sub Co. (incorporated by reference to Exhibit 2.1 to Tech Data
Corporation's Current Report on Form 8-K filed with the SEC on
November 13, 2019 ).
2.2 Amendment No. 1 to Agreement and Plan of Merger, dated as of
November 27, 2019 , by and among Tech Data Corporation , Tiger Midco,
LLC and Tiger Merger Sub Co. (incorporated by reference to Exhibit
2.1 to Tech Data Corporation's Current Report on Form 8-K filed with
the SEC on November 29, 2019 ).
3.1 Amended and Restated Articles of Incorporation of Tech Data
Corporation .
3.2 Amended and Restated Bylaws of Tech Data Corporation .
99.1 Press Release (furnished under Item 7.01).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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