UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 11, 2012
Tech Data Corporation
(Exact name of registrant as specified in its charter)
Florida | 0-14625 | 59-1578329 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
5350 Tech Data Drive Clearwater, Florida |
33760 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: 727-539-7429
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. | Other Events. |
On September 11, 2012, Tech Data Corporation (Tech Data or The Company), a leading distributor of IT products, announced it has completed the acquisition of Brightstar Corp.s (Brightstar) 50 percent ownership interest in Brightstar Europe Limited (BEL), a pan-European provider of distribution and integrated supply chain solutions for the mobility industry.
Tech Data paid Brightstar $165.6 million in cash for Brightstars equity in the joint venture (reflected as noncontrolling interest within the Companys consolidated balance sheet) and the repayment of all loans advanced by Brightstar to the joint venture. As a result of this transaction, Tech Data will record an adjustment that decreases additional paid-in capital within shareholders equity by $86 million to $90 million, representing the purchase price premium paid to Brightstar for its share of the joint venture and costs incurred associated with the transaction.
BEL had been a consolidated subsidiary of Tech Data Corporation. As such, the transaction is not expected to impact Tech Datas fiscal 2013 net sales, gross profit or operating income. With the transaction now complete, Brightstars portion of BELs operating performance, (reflected as net income attributable to noncontrolling interest), will be eliminated as of the closing date, resulting in an anticipated positive impact to fiscal 2013 net income and earnings per share attributable to shareholders of Tech Data Corporation.
Item 9.01. | Financial Statements and Exhibits. |
(c) | Exhibits |
Exhibit 99.1 | September 11, 2012 Press Release by Tech Data Corporation |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Tech Data Corporation | ||||
(Registrant) | ||||
September 12, 2012 |
||||
(Date) | ||||
/s/ JEFFREY P. HOWELLS | ||||
Jeffery P. Howells | ||||
Executive Vice President & Chief Financial Officer Tech Data Corporation |
Exhibit 99.1
NEWS
FOR IMMEDIATE RELEASE
Tech Data Corporation Completes Acquisition of Joint Venture Partners Interest in Brightstar Europe Limited
CLEARWATER, Fla., (September 11, 2012) Tech Data Corporation (Nasdaq:TECD), a leading distributor of IT products, today announced it has completed the acquisition of Brightstar Corp.s (Brightstar) 50 percent ownership interest in Brightstar Europe Limited (BEL), a pan-European provider of distribution and integrated supply chain solutions for the mobility industry.
Tech Data paid Brightstar $165.6 million in cash for Brightstars equity in the joint venture (reflected as noncontrolling interest within the Companys consolidated balance sheet) and the repayment of all loans advanced by Brightstar to the joint venture. As a result of this transaction, Tech Data will record an adjustment that decreases additional paid-in capital within shareholders equity by $86 million to $90 million, representing the purchase price premium paid to Brightstar for its share of the joint venture and costs incurred associated with the transaction.
BEL had been a consolidated subsidiary of Tech Data Corporation. As such, the transaction is not expected to impact Tech Datas fiscal 2013 net sales, gross profit or operating income. With the transaction now complete, Brightstars portion of BELs operating performance, (reflected as net income attributable to noncontrolling interest), will be eliminated as of the closing date, resulting in an anticipated positive impact to fiscal 2013 net income and earnings per share attributable to shareholders of Tech Data Corporation.
Acquiring full ownership of the joint venture reflects our commitment to and confidence in the European mobility distribution market, said Robert M. Dutkowsky, chief executive officer, Tech Data Corporation. Mobility is one of Tech Datas fastest growing specialty businesses and an important element of our diversification strategy. We thank Brightstar for its partnership in helping to establish and expand the joint venture. Since the business already operates within our European infrastructure, Tech Datas shareholders will now benefit from owning 100 percent of this highly successful specialty division.
Cautionary Statement
The matters discussed herein may contain forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from expectations. Certain of these risks are set forth in the companys periodic filings with the Securities and Exchange Commission, including the companys most recent Form 10-K and Form 10-Q, copies of which can be obtained at the companys Investor Relations website at www.techdata.com.
Tech Data Corporation Completes Acquisition of Joint Venture Partners Interest in Brightstar Europe Limited
September 11, 2012
About Tech Data
Tech Data Corporation (NASDAQ GS: TECD) is one of the worlds largest wholesale distributors of technology products. Its advanced logistics capabilities and value added services enable 125,000 resellers in more than 100 countries to efficiently and cost effectively support the diverse technology needs of end users. Tech Data generated $26.5 billion in net sales for the fiscal year ended January 31, 2012 and is ranked 109th on the Fortune 500®. For more information, please visit www.techdata.com.
INVESTOR CONTACTS
Jeffery P. Howells
Executive Vice President and Chief Financial Officer
(727) 538-7825
jeff.howells@techdata.com
Arleen Quinones
Director, Investor Relations and Shareholder Services
(727) 532-8866
arleen.quinones@techdata.com
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