On January 29, 2024, 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 underwriters named in the Underwriting Agreement (collectively, the “Underwriters”), relating to the secondary public offering (the “Offering”) of an aggregate of 8,768,750 shares of the common stock of the Company, par value $0.001 per share (the “Common Stock”), sold by the Selling Stockholders, which includes 1,143,750 shares sold pursuant to the exercise in full of the Underwriters’ option to purchase additional shares of Common Stock held by the Selling Stockholders. The Offering was completed on January 31, 2024.
Also pursuant to the Underwriting Agreement, the Company purchased 1,375,000 shares of Common Stock from the Underwriters as part of the Offering at a repurchase price of $100.50 per share, resulting in a purchase price of approximately $138.2 million (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 was made under the Company’s existing share repurchase program, and the Company used existing cash on hand to fund the Concurrent Share Repurchase. The Underwriters did not receive any compensation for the shares repurchased by the Company.
All the shares in the Offering were sold by the Selling Stockholders. The Company did not receive any of the proceeds from the sale of shares by the Selling Stockholders in the Offering.
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. The Offering was made pursuant to shelf registration statements on Form S-3 (File No. 333-259270 and File No. 333-274915) filed with the Securities and Exchange Commission (the “SEC”) and which became effective on September 2, 2021 and October 10, 2023, respectively (the “Registration Statement”), a prospectus, dated October 10, 2023 included as part of the Registration Statement (File No. 333-274915) and a preliminary prospectus supplement, dated January 29, 2024 and filed with the SEC on January 29, 2024.
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.
