Item 8.01 Other Events.
On January 25, 2023, TD SYNNEX Corporation (the "Company") and certain entities
managed by affiliates of Apollo Global Management, Inc. (the "Selling
Stockholders") entered into an underwriting agreement (the "Underwriting
Agreement") with the several underwriters named in the Underwriting Agreement
(collectively, the "Underwriters"), relating to the secondary public offering
(the "Offering") of an aggregate of 4,500,000 shares of the common stock of the
Company, par value $0.001 per share (the "Common Stock") to be sold by the
Selling Stockholders, at a price to the public of $97.00 per share. Under the
terms of the Underwriting Agreement, the Selling Stockholders granted the
Underwriters a 30-day option to purchase up to an additional 675,000 shares of
Common Stock held by the Selling Stockholders. The Company will not receive any
of the proceeds from the sale of shares of Common Stock by the Selling
Stockholders in the Offering.
Also pursuant to the Underwriting Agreement, the Company agreed to purchase from
the Underwriters 900,000 shares of Common Stock to be sold by the Selling
Stockholders in the Offering, at the offering price (the "Concurrent Share
Repurchase"). The terms and conditions of the Concurrent Share Repurchase were
reviewed and approved by the Audit Committee of the Company's board of
directors, comprised of independent and disinterested directors of the Company.
The Concurrent Share Repurchase will be made under the Company's existing
$1 billion share repurchase program, and the Company plans to use existing cash
on hand to fund the Concurrent Share Repurchase. The Underwriters will not
receive any underwriting discount for the shares of Common Stock to be
repurchased by the Company.
The Offering is being made pursuant to a shelf registration statement on Form
S-3 (File No. 333-259270) filed with the Securities and Exchange Commission (the
"SEC") and which became effective on September 2, 2021 (the "Registration
Statement"), a prospectus, dated September 2, 2021 included as part of the
Registration Statement and a preliminary prospectus supplement, dated
January 25, 2023 and filed with the SEC on January 25, 2023. A copy of the legal
opinion relating to the legality of the issuance and sale of Common Stock in the
Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K. The
Underwriting Agreement contains certain customary representations, warranties
and agreements by the Company and the Selling Stockholders, conditions to
closing, indemnification rights and obligations of the parties and termination
rights. Certain of the Underwriters and their respective affiliates have, from
time to time, performed, and may in the future perform, various investment
banking services for the Company for which they received or will receive
customary fees and expenses.
The foregoing description of the terms of the Underwriting Agreement does not
purport to be a complete description of the rights and obligations of the
parties thereunder and is qualified in its entirety by reference to Exhibit 1.1
incorporated herein by reference.
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On January 25, 2023, the Company issued a press release announcing the pricing
of the Offering. A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
This Current Report on Form 8-K does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any sale of
any securities in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. Any offers, solicitations or
offers to buy, or any sales of securities will be made in accordance with the
registration requirements of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
1.1 Underwriting Agreement, dated as of January 25, 2023, among TD
SYNNEX Corporation, the selling stockholders named therein and the
several underwriters named therein.
5.1 Opinion of Pillsbury Winthrop Shaw & Pittman LLP.
23.1 Consent of Pillsbury Winthrop Shaw & Pittman LLP (included in
Exhibit 5.1).
99.1 Press Release, dated January 25, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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