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SUBSEQUENT EVENT
9 Months Ended
Oct. 31, 2012
SUBSEQUENT EVENT

NOTE 12 — SUBSEQUENT EVENT

On November 1, 2012, the Company completed the acquisition of several distribution companies of Specialist Distribution Group, the distribution arm of Specialist Computer Holdings PLC (“SCH”), a privately-held IT services company headquartered in the United Kingdom, for a purchase price of approximately $365 million, subject to customary adjustments. The Company used the proceeds from the $350 million of Senior Notes issued in September 2012 and available cash to fund the acquisition. The acquired distribution companies are Specialist Distribution Group (SDG) Limited; ETC Metrologie SARL; Best’Ware France SA; ETC Africa SAS and SDG BV (collectively “SDG”). SDG is a leading distributor of enterprise and broadline IT products in the UK, France and the Netherlands. For its fiscal year ended March 31, 2012, SDG generated third-party sales of approximately $1.75 billion. Management believes the acquisition of SDG supports the Company’s diversification strategy by strengthening its European enterprise business and broadline offerings in key markets and expanding the Company’s vendor and customer portfolios, while leveraging the Company’s existing pan-European infrastructure. Simultaneously with the acquisition of SDG, the Company entered into a preferred supplier agreement whereby SCH, through its IT reseller business, will have annual purchase commitments through Tech Data for a period of five years, which the company estimates will add incremental annual sales of approximately $500 million.

The Company has accounted for the SDG acquisition as a business combination and the purchase price will be assigned to the assets acquired and liabilities assumed at their estimated fair value as of the date of acquisition. The preliminary purchase price allocation, which will be completed during the fourth quarter of fiscal 2013, was based on estimated net assets acquired of approximately $143 million (based on the foreign currency exchange rates on date of acquisition). The preliminary allocation of identifiable intangible assets and goodwill, also subject to final purchase price adjustments, is comprised of approximately $104 million related to customer and vendor relationship assets with an estimated useful life of ten years and approximately $78 million of goodwill (based on the foreign currency exchange rates on the date of acquisition). The goodwill related to the acquisition is largely attributable to strategic factors previously discussed, as well as the growth potential of SDG’s enterprise business and broadline offerings. In addition, the Company has preliminarily allocated approximately $40 million of the purchase price premium to the preferred supplier agreement to be amortized over the five year life of the agreement. The Company is in the process of determining the amount of the identified intangible assets and goodwill that are deductible for tax purposes in the Company’s foreign tax jurisdictions.

The results of SDG’s operations will be included in the Company’s results of operations subsequent to the date of acquisition. Based on the timing of the acquisition and lack of available information, the Company has determined it to be impracticable to disclose proforma financial information at this time.