Item 7.01 Regulation FD Disclosure.
On March 10, 2020, Tiger Merger Sub Co., an affiliate of certain investment
funds managed by affiliates of Apollo Global Management, Inc. ("Apollo"),
launched an offer to purchase for cash any and all of Tech Data Corporation's
outstanding 3.700% Senior Notes due 2022 (the "2022 Notes") and any and all of
Tech Data Corporation's outstanding 4.950% Senior Notes due 2027 (the "2027
Notes") and a consent solicitation to amend the indenture and global securities
establishing the 2022 Notes and the 2027 Notes to (i) eliminate the requirement
to make a "change of control" offer in connection with the proposed merger of
Tiger Merger Sub Co. into Tech Data Corporation pursuant to the Agreement and
Plan of Merger among Tech Data Corporation, Tiger Midco, LLC and Tiger Merger
Sub Co. and (ii) make certain other customary changes for a privately-held
company to the "change of control" provisions (the "Proposed Amendments").
Concurrently with, but separate from, the aforementioned offer to purchase and
consent solicitation, Tiger Merger Sub. Co. launched a consent solicitation for
the Proposed Amendments for holders of the 2027 Notes.
On March 10, 2020, Apollo issued a press release announcing the offer and
consent solicitation. A copy of the press release is being furnished as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated in this Item 7.01 by
reference herein.
On March 10, 2020, Apollo issued a press release announcing the separate consent
solicitation with respect to the 2027 Notes. A copy of the press release is
being furnished as Exhibit 99.2 to this Current Report on Form 8-K and is
incorporated in this Item 7.01 by reference herein.
This information that is furnished 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 and exhibit in this Current Report on Form 8-K shall
not be deemed incorporated by reference into any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except as shall be expressly set forth
by specific reference in such filing.
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
Exhibit 99.1 Press Release, dated March 10, 2020, issued by Apollo Global
Management, Inc.
Exhibit 99.2 Press Release, dated March 10, 2020, issued by Apollo Global
Management, Inc.
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses