SYNNEX Corporation (NYSE:SNX) entered into a definitive merger agreement to acquire Tech Data Corporation from Apollo Global Management, Inc. (NYSE:APO) for $7.2 billion on March 22, 2021. Under the merger agreement, SYNNEX and Tech Data will combine in a transaction valued at approximately $7.2 billion, including net debt. Under the terms of the agreement, Apollo will receive an aggregate of 44 million shares of SYNNEX common stock and cash of $1.61 billion plus the refinancing of existing Tech Data net debt and redeemable preferred shares of approximately $2.7 billion. Target shareholders can elect to receive either cash, stock or mixed consideration such that the aggregate cash consideration cannot exceed $1.61 billion. Likewise, aggregate stock consideration cannot exceed issuance of 44 million SYNNEX shares. Upon closing of the transaction, SYNNEX shareholders will own approximately 55% of the combined entity, with Apollo owning approximately 45%. In connection with the merger agreement, SYNNEX entered into a debt commitment letter with Citigroup Global Markets Inc. (“Citi”), pursuant to which Citi has committed to provide (i) a $4.0 billion 364-day senior unsecured term bridge facility and (ii) a $3.5 billion 364-day senior unsecured revolving credit facility. SYNNEX has entered into a new $5.0 billion credit facility consisting of a $1.5 billion term loan and a $3.5 billion revolving credit facility with 29 leading financial institutions. This new credit facility replaces $5.0 billion out of the $7.5 billion of bridge commitments provided under the previously disclosed debt commitment letter entered into by SYNNEX in connection with its proposed merger with Tech Data. The remaining $2.5 billion of bridge commitments were also successfully syndicated to a number of financial institutions. SYNNEX intends to utilize the $1.5 billion term loan facility to refinance certain debt at SYNNEX and Tech Data upon closing of the proposed merger. On August 9, 2021, SYNNEX completed its offering of $2.5 billion aggregate principal amount of senior unsecured notes, and the net proceeds from this offering will be used to fund the aggregate cash portion of the consideration payable to in connection with the Merger, refinance certain of SYNNEX' and Tech Data's existing indebtedness and pay related fees and expenses. Until the transaction is completed, the companies will continue to operate independently. The combined company will have a team of over 22,000 associates and colleagues. The combined company is now TD SYNNEX, led by Richard Hume as Chief Executive Officer. Dennis Polk, formerly the Chief Executive Officer of SYNNEX, is Executive Chair of the TD SYNNEX Board of Directors. Richard Hume will lead the combined company as Chief Executive Officer. Dennis Polk will be Executive Chair of the Board of Directors and will take an active role in the ongoing strategy and integration of the business, among other responsibilities.

The combined company will have an eleven-member board, including Hume, with six individuals appointed by SYNNEX and with Apollo Funds to have Board designation rights based on ownership, initially including four total directors, two of whom will be independent. In case of termination of the transaction under specific circumstances, SYNNEX will pay a termination fees of $131.68 million to Tech Data. The transaction is subject to the satisfaction of customary closing conditions, including approval by SYNNEX stockholders and regulatory approvals, the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, any timing agreement(s) with the Federal Trade Commission and/or the Antitrust Division of the Department of Justice applicable to the consummation of the mergers (if any) has expired or otherwise does not prohibit consummation of the mergers and (iii) all other Requisite Regulatory Approvals shall have been obtained and shall remain in full force and effect and all statutory waiting periods, approval of shareholders of Tech Data and other similar antitrust laws, the approval of the listing on the New York Stock Exchange of the shares of SYNNEX Stock to be issued as consideration in the initial merger, Tech Data shall have caused one or more of its applicable affiliates to make an equity contribution to Tech Data of at least $500,000,000 in cash, in exchange for shares of its common shares. The shareholders of SYNNEX and Tech Data entered into a voting agreement agreeing to enter the agreement.

MiTAC Holdings Corporation and its affiliates, which collectively owned approximately 17% of SYNNEX shares as of January 22, 2021, have agreed to vote their shares in favor of the transaction. As of June 1, 2021, the meeting of SYNNEX Corporation shareholders for the approval of the transaction will be held on June 30, 2021. As of June 30, 2021, The Competition Commission of India approved the transaction. As of June 30, 2021, the transaction is approved by shareholders of SYNNEX Corporation. The waiting period for Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect to the Merger with the Federal Trade Commission and Department of Justice expired on June 4, 2021. As of Aug. 27, 2021, SYNNEX Corporation received all required regulatory approvals to complete the merger, The transaction is expected to close in the second half of calendar year 2021. As of July 12, 2021, completion is expected to take place by the end of 2021. As of Aug. 27, 2021, the transaction is expected to be completed on or around September 1, 2021.

The transaction will lead to healthy EPS, EBITDA and cash flow generation and expect the transaction to be accretive to our non-GAAP diluted EPS by more than 25% in year one. Allison Leopold Tilley, Christina Pearson, Michael Sibarium, Evan Storm, David Jakopin, Mark Jones, C. Brian Wainwright of Pillsbury Winthrop Shaw Pittman LLP acted as legal advisor to SYNNEX. Andrew J. Nussbaum and Zachary S. Podolsky of Wachtell, Lipton, Rosen & Katz LLP acted as legal advisor to Tech Data. Duff & Phelps, LLC acted as fairness opinion provider to Tech Data Corporation. Andrew Nussbaum and Zachary Podolsky of Wachtell, Lipton Rosen & Katz and Mark Wlazlo and Andrew Finch of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to Apollo Global Management.

SYNNEX Corporation (NYSE:SNX) completed the acquisition of Tech Data Corporation from Apollo Global Management, Inc. (NYSE:APO) on September 1, 2021. The combined company is now TD SYNNEX.