UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant To Section 13 or 15(d)
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| Item 8.01 | Other Events. |
On March 27, 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 10,500,000 shares of the common stock of the Company, par value $0.001 per share (the “Common Stock”), to be sold by the Selling Stockholders. Under the terms of the Underwriting Agreement, the Selling Stockholders granted the Underwriters a 30-day option to purchase up to an additional 1,575,000 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 500,000 shares of Common Stock to be sold by the Selling Stockholders in the Offering, at a price per share equal to the price per share to be paid by the Underwriters to the Selling Stockholders (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 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 compensation for the shares of Common Stock to be repurchased by the Company.
The Offering is being 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 March 27, 2024 and filed with the SEC on March 27, 2024. 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. 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.
On March 27, 2024, the Company issued a press release announcing the pricing and upsize 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 |
Description | |
| 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 March 27, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 27, 2024 | TD SYNNEX CORPORATION | |||||
| By: | /s/ David Vetter | |||||
| David Vetter | ||||||
| Chief Legal Officer and Corporate Secretary | ||||||