Item 8.01 Other Events.
On July 29, 2021, SYNNEX Corporation ("SYNNEX" or the "Company") priced an
offering of (i) $700,000,000 aggregate principal amount of 1.250% Senior Notes
due 2024, (ii) $700,000,000 aggregate principal amount of 1.750% Senior Notes
due 2026, (iii) $600,000,000 aggregate principal amount of 2.375% Senior Notes
due 2028, and (iv) $500,000,000 aggregate principal amount of 2.650% Senior
Notes due 2031 (collectively, the "Notes," and such offering, the "Notes
Offering"). The Notes are being sold in a private placement to persons
reasonably believed to be qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933, as amended (the "Securities Act") and to
certain persons outside of the United States pursuant to Regulation S under the
Securities Act. The Notes Offering is expected to close on or about August 9,
2021, subject to customary closing conditions.
The Notes Offering is part of the financing for the previously announced
proposed acquisition of Tiger Parent (AP) Corporation, a Delaware corporation
("Tiger Parent"), the indirect parent entity of Tech Data Corporation, a Florida
corporation ("Tech Data"), pursuant to that certain Agreement and Plan of Merger
dated March 22, 2021 (the "Merger Agreement"), between SYNNEX, Spire Sub I,
Inc., a Delaware corporation and a wholly owned subsidiary of SYNNEX, Spire Sub
II, LLC, a Delaware limited liability company and a direct wholly owned
subsidiary of SYNNEX and Tiger Parent (the "Merger"). The Notes Offering will
replace $2.5 billion of bridge commitments provided under the previously
announced debt commitment letter entered into by SYNNEX in connection with the
Merger. SYNNEX intends to utilize its previously announced new $1.5 billion term
loan facility, together with the net proceeds from the Notes Offering and cash
on hand at SYNNEX and Tech Data, including the $500 million equity contribution
to be made prior to the Merger by an affiliate of Apollo Global Management, Inc.
that is the sole stockholder of Tiger Parent, to fund the aggregate cash portion
of the consideration payable to Tiger Parent in connection with the Merger,
refinance certain of SYNNEX' and Tech Data's existing indebtedness, and pay
related fees and expenses. SYNNEX expects to use any remaining net proceeds from
the Notes Offering for general corporate purposes. The Notes Offering is not
conditioned upon the consummation of the Merger. However, if (i) the closing of
the Merger has not occurred on or prior to December 22, 2021 (provided that, if
the termination date of the Merger Agreement is extended, this date will also be
extended to the same extended termination date, but in no case will this date be
extended beyond June 22, 2022), (ii) SYNNEX notifies the trustee under the
indenture governing the Notes in writing that SYNNEX will not pursue the
consummation of the Merger or (iii) the Merger Agreement has been terminated
without the consummation of the Merger, SYNNEX will be required to redeem all of
the outstanding Notes at a special mandatory redemption price equal to 101% of
the aggregate principal amount thereof, plus accrued and unpaid interest from,
and including, the date of initial issuance (or the most recent interest payment
date to which interest has been paid, whichever is later) to, but excluding, the
special mandatory redemption date.
This Current Report on Form 8-K does not constitute an offer to sell or the
solicitation of an offer to buy securities and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offer, solicitation or
sale is unlawful. The Notes have not been registered under the Securities Act or
the securities laws of any other jurisdiction and, unless so registered, may not
be offered or sold in the United States except pursuant to an exemption from
such registration requirements.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, including
statements regarding the expected closing of the Notes Offering and the intended
use of net proceeds from the Notes Offering. These forward-looking statements
are subject to risks and uncertainties that may cause actual results to differ
materially, including risks related to whether SYNNEX will be able to satisfy
the conditions required to close the sale of the Notes and the fact that SYNNEX'
management will have broad discretion in the use of the proceeds from any sale
of the Notes, risks related to consummation of the Merger, and other risks
detailed from time to time in SYNNEX' filings with the Securities and Exchange
Commission, including its Annual Report on Form 10-K for the fiscal year ended
November 30, 2020, its definitive proxy statement relating to the Merger dated
June 9, 2021 and its Current Report on Form 8-K filed on July 26, 2021. The
forward-looking statements in this Current Report are based on information
available to SYNNEX as of the date hereof, and SYNNEX does not assume any
obligation to update the forward-looking statements provided to reflect events
that occur or circumstances that exist after the date on which they were made
except as required by law.
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