8-K

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: February 27, 2017

(Date of earliest event reported)

TECH DATA CORPORATION

(Exact name of registrant as specified in its charter)

Florida	0-14625	59-1578329
(State of Incorporation)	(Commission File Number)	(IRS employer Identification No.)

5350 Tech Data Drive

Clearwater, Florida, 33760

(Address of principal executive offices)

727-539-7429

(Registrant’s telephone number)

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 1.01 Entry into a Material Definitive Agreement.

First Amendment to Interest Purchase Agreement

On February 27, 2017, Avnet, Inc. (“Avnet”) and Tech Data Corporation (“Tech Data”) entered into an amendment (the “First Amendment”) to the Interest Purchase Agreement by and between Tech Data and Avnet dated as of September 19, 2016 (the “Interest Purchase Agreement”). The Interest Purchase Agreement was amended to, among other things, (i) modify the definition of “Retained Business” so as to exclude the business of integration and resale of certain technology products in the United States to certain customers and (ii) remove Avnet’s obligation to repay certain third-party indebtedness.

The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the First Amendment, a copy of which is being filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On February 27, 2017, Tech Data, pursuant to the Interest Purchase Agreement, acquired all the shares of AVT Technology Solutions LLC and TS DivestCo B.V., which together hold all assets and liabilities primarily relating to the technology solutions business of Avnet (the “Acquisition”). In consideration for the Acquisition, Tech Data issued 2,785,402 shares of its common stock, representing approximately 7.3% of Tech Data’s outstanding common stock after giving effect to the issuance of the new shares in connection with the Acquisition. The cash consideration for the transaction totaled approximately $2.4 billion, and was funded with (a) borrowings under Tech Data’s $1.0 billion Term Loan Credit Agreement dated November 2, 2016 (as amended) among Tech Data, Bank of America, N.A., as administrative agent, and each lender party thereto, (b) amounts received from the offering of Tech Data’s $500,000,000 aggregate principal amount of 3.700% Senior Notes due 2022 and its $500,000,000 aggregate principal amount of 4.950% Senior Notes due 2027, (c) drawings under other credit facilities and (d) cash on hand.

The foregoing description of the Acquisition and the Interest Purchase Agreement is not complete and is subject to, and qualified in its entirety by reference to, the full text of the Interest Purchase Agreement, which was filed as Exhibit 2.1 to Tech Data’s Current Report on Form 8-K filed with the SEC on September 19, 2016, and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On February 27, 2017, Tech Data issued a press release regarding the completion of the Acquisition. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. The press release is furnished and not filed, pursuant to Instruction B.2 of Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

Tech Data will file any financial statements required by Item 9.01(a) by amendment not later than 71 calendar days after the date that this Current Report on Form 8-K must be filed.

(b) Pro Forma Financial Information.

Tech Data will file any financial statements required by Item 9.01(b) by amendment not later than 71 calendar days after the date that this Current Report on Form 8-K must be filed.

(d) Exhibits

The exhibits listed on the Exhibit Index immediately preceding such exhibits are filed as part of this Current Report on Form 8-K.

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.

	Tech Data Corporation
	(Registrant)
Date: February 27, 2017	/s/ Charles V. Dannewitz
	Charles V. Dannewitz
	Executive Vice President, Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	First Amendment to Interest Purchase Agreement, dated February 27, 2017, by and between Avnet, Inc. and Tech Data Corporation.*
99.1	Press Release, dated February 27, 2017 (furnished pursuant to Regulation FD).

* Tech Data has omitted certain schedules and exhibits pursuant to Item 601(b)(2) of Regulation S-K and shall furnish supplemental copies to the Securities and Exchange Commission of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission.

EX-10.1

Exhibit 10.1

FIRST AMENDMENT

TO

INTEREST PURCHASE AGREEMENT

This FIRST AMENDMENT TO INTEREST PURCHASE AGREEMENT (this “Amendment”), dated as of February 27, 2017, by and between Avnet, Inc. (the “Seller”) and Tech Data Corporation (the “Buyer”), amends that certain Interest Purchase Agreement, dated September 19, 2016, by and between the Seller and the Buyer (as amended, the “Purchase Agreement”). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings assigned to such terms in the Purchase Agreement.

WITNESSETH:

WHEREAS, the Parties have previously executed and delivered the Purchase Agreement;

WHEREAS, pursuant to Section 9.2 of the Purchase Agreement, the Purchase Agreement may be amended, modified or supplemented only by an instrument in writing specifically designated as an amendment signed on behalf of each Party; and

WHEREAS, the Parties desire to amend the Purchase Agreement in the manner set forth herein.

NOW, THEREFORE, in connection with the Purchase Agreement, the transaction contemplated thereunder and the terms hereof, and in accordance with Section 9.2 of the Purchase Agreement, the Parties agree as follows:

ARTICLE I

AMENDMENTS

1.1 The definition of “Audited Financial Statements” set forth in Section 1.1 of the Purchase Agreement is amended and restated in its entirety to read as follows:

“‘Audited Financial Statements’ means the audited combined balance sheets of the TS Business and the OEM Business (as defined in that certain Purchase Agreement, dated February 27, 2017, by and among the Seller, the Companies and the Buyer) as of July 2, 2016 and June 27, 2015 and the related audited combined statements of income, comprehensive income, stockholder’s equity and cash flows for each of the years in the three-year period ended July 2, 2016, together with all related notes and disclosures thereto.”

1.2 The definition of “Retained Business” set forth in Section 1.1 of the Purchase Agreement is amended and restated in its entirety to read as follows:

“‘Retained Business’ means the business of marketing and selling of semiconductors, interconnect, passive and electromechanical devices and embedded products, as well as value-added support and services relating to design-in and procurement of electronic components, as currently conducted by the Seller’s Electronics Marketing operating group, including the Tianjin business, but excluding the OEM Business.”

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1.3 Section 2.2(b) of the Purchase Agreement is deleted in its entirety.

1.4 Section 2.3(a) of the Purchase Agreement is amended to add the following to the end of such Section:

“Notwithstanding anything to the contrary contained herein, the sale and purchase of the Interests shall be deemed to be effective as of 12:01 a.m. Eastern time on the Closing Date with economic effectiveness as of 12:01 a.m. local time on the Closing Date in each jurisdiction in which the TS Business operates.”

1.5 Section 3.7(b) of the Purchase Agreement is amended and restated in its entirety to read as follows:

“The Audited Financial Statements were derived from the books and records of the Seller and its Affiliates and fairly present, in all material respects, the combined financial position and results of operations of the TS Business and the OEM Business as at the respective dates thereof and for the respective periods indicated therein in accordance with GAAP applied on a consistent basis throughout the periods covered thereby.”

1.6 Section 5.17 of the Purchase Agreement is amended to add the following to the end of such Section:

“The Parties acknowledge and agree that in order to implement the Reorganization in accordance with the terms of the Reorganization Agreement, the Seller and its Affiliates shall enter into an entrustment loan in China with a Subsidiary of NewCo Non-US (the ‘Chinese Subsidiary’) not to exceed RMB 55,000,000 in the aggregate, in the form set forth as Annex A to this Amendment, which entrustment loan shall be an intercompany loan (the ‘China Loan’). Notwithstanding anything to the contrary set forth herein (including Section 5.5(a) hereof), the China Loan shall not be treated as intercompany indebtedness to be extinguished in connection with the Closing and instead shall constitute Indebtedness for all purposes hereof (including, without limitation, for purposes of calculating the Cash Purchase Price), and shall be repaid by NewCo Non-US or its Subsidiaries within five Business Days of the approval by the applicable Governmental Authorities of the capitalization of the Chinese Subsidiary. The Seller shall bear, and shall promptly reimburse the Buyer therefor following the Buyer’s request, the reasonable incremental expenses of NewCo Non-US and its Subsidiaries in connection with the implementation of the China Loan, including (A) the amount of any interest thereon in excess of 2% per annum, (B) the out-of-pocket expenses of any SAFE procedures described in Article 9.5 of the China Loan and (C) the out-of-pocket costs, taxes and the Commission Fee (as defined in the China Loan) described in Articles 5, 6 and 7 of the China Loan.”

1.7 Section 5.25 of the Purchase Agreement is deleted in its entirety.

1.8 Section 2.2(b) of the Seller Disclosure Schedules is deleted in its entirety.

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ARTICLE II

MISCELLANEOUS

2.1 References. Each reference in the Purchase Agreement shall, unless the context otherwise requires, mean the Purchase Agreement as amended by this Amendment.

2.2 Ratification. The Purchase Agreement, as amended by this Amendment, is in all respects ratified, approved and confirmed.

2.3 No Other Amendments; Continuing Effect. The amendments set forth herein are limited precisely as written and will not be deemed to be an amendment of any other term or condition of the Agreement or any of the documents referred to therein. Except as expressly amended hereby, the terms and conditions of the Purchase Agreement shall continue in full force and effect.

2.4 Constructions, Etc. This Amendment shall be governed by all provisions of the Purchase Agreement, unless the context otherwise requires, including all provisions concerning construction, enforcement, notices, governing law and arbitration.

2.5 Successors. This Amendment shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns.

2.6 Governing Law. This Amendment and all disputes or controversies arising out of or relating to this Amendment or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to the Laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of New York (other than Section 5-1401 of the New York General Obligations Law).

2.7 Counterparts. This Amendment may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

AVNET, INC.
By:	/s/ Kevin Moriarty
Name: Kevin Moriarty
Title: Sr. Vice President and CFO
TECH DATA CORPORATION
By:	/s/ Robert M. Dutkowsky
Name: Robert M. Dutkowsky
Title: Chief Executive Officer

[Signature Page First Amendment to Interest Purchase Agreement]

Annex A

China Loan

EX-99.1

Exhibit 99.1

TECH DATA COMPLETES ACQUISITION OF AVNET’S

TECHNOLOGY SOLUTIONS BUSINESS

Creates Premier Global IT Distributor with the Most Diverse End-to-End Solutions from

the Data Center to the Living Room

Announces Corporate and Regional Leadership of Combined Company

CLEARWATER, Fla. (February 27, 2017) — Tech Data Corporation (NASDAQ: TECD) today announced it has completed its acquisition of the Technology Solutions business from Avnet, Inc. (NYSE: AVT). The combination creates a premier global end-to-end IT distributor with unmatched capabilities and the most diverse solutions from the data center to the living room.

“This is a momentous day in our company’s history and we are excited to welcome our talented colleagues at Technology Solutions to the Tech Data family,” said Bob Dutkowsky, chief executive officer of Tech Data. “Our combined company is perfectly positioned at the epicenter of the IT ecosystem—with the scale and scope to serve dynamic markets throughout the world—giving our customers access to an end-to-end portfolio of IT solutions and efficiently bringing our vendors’ products to new customers in more markets. Our organizations’ common cultures, shared values and commitment to providing a world-class customer experience will serve as the foundation for the new Tech Data. Together, we will be an even stronger company, capable of doing more for our channel partners than ever before. We remain confident that the acquisition of Technology Solutions creates a winning combination for our customers, vendors, and shareholders, as well as the employees of both organizations.”

The addition of Technology Solutions significantly broadens Tech Data’s value-added distribution business, increasing the company’s ability to help its partners capitalize on next-generation technologies while enhancing its go-to-market capabilities with complementary skills, expanded vendor relationships, and new customer sets. The combined company has a larger and more balanced geographic footprint, including a presence in the Asia-Pacific region, a new market for Tech Data. The company has operations in 40 countries, with 14,000 employees serving approximately 115,000 customers in more than 100 countries.

The company also announced its global executive leadership, as well as several new regional and global roles. Reporting to CEO Bob Dutkowsky are:

• Chuck Dannewitz, executive vice president, chief financial officer

• Rich Hume, executive vice president, chief operating officer

• Beth Simonetti, executive vice president, chief human resources officer

• John Tonnison, executive vice president, chief information officer

• David Vetter, executive vice president, chief legal officer

Reporting to COO Rich Hume are:

• William Chu, president, Asia-Pacific

• Jaideep Malhotra, president, Global Computing Components

• Joe Quaglia, president, Americas

• Patrick Zammit, president, Europe

• Els Demeester, corporate vice president, Integration

• Michael Urban, corporate vice president, Strategy, Transformation and Global Vendor Management

Financial Terms

The total purchase price at close was approximately $2.6 billion (subject to certain post-close adjustments), including $2.4 billion in cash, and 2,785,402 shares of Tech Data stock, representing approximately 7.3 percent of Tech Data’s shares outstanding (after issuance of the new shares). Tech Data financed the cash portion of the purchase price through a combination of $1.0 billion from its recent public debt offering and $1.0 billion of bank term loans, and the remainder from drawings under other credit facilities and cash on hand.

The transaction is expected to be significantly accretive to Tech Data’s non-GAAP earnings per share in the first full year. The company expects to achieve annual cost savings of approximately $100 million within 24 months, with one-time costs to achieve these cost savings expected to be approximately $150 million.

For more information on today’s announcement, please visit www.techdata.com/tdts.

About Tech Data

Tech Data Corporation is one of the world’s largest wholesale distributors of technology products, services and solutions. Its advanced logistics capabilities and value added services enable 115,000 resellers to efficiently and cost effectively support the diverse technology needs of end users in more than 100 countries. Tech Data generated $26.4 billion in net sales for the fiscal year ended January 31, 2016. It is ranked No. 108 on the Fortune 500^® and one of Fortune’s “World’s Most Admired Companies.” To learn more, visit www.techdata.com, or follow us on Facebook and Twitter.

Forward-Looking Statements

Certain statements in this communication may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, including statements regarding Tech Data’s plans, objectives, expectations and intentions relating to the acquisition of Avnet’s technology solutions business (“Acquisition”), the Acquisition’s expected contribution to Tech Data’s results, the expected benefits of the Acquisition, Tech Data’s and the Acquired Business’ financial results and estimates and/or business prospects involve a number of risks and uncertainties and actual results could differ materially from those projected. These

forward-looking statements are based on current expectations, estimates, forecasts, and projections about the operating environment, economies and markets in which Tech Data and the Acquired Business operate and the beliefs and assumptions of our management. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words, and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of Tech Data or the Acquired Business’ future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances, are forward-looking statements. These forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.

For additional information with respect to risks and other factors which could occur, see Tech Data’s Annual Report on Form 10-K filed on January 31, 2016, including Part I, Item 1A, “Risk Factors” therein, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other securities filings with the Securities and Exchange Commission (the “SEC”) that are available at the SEC’s website at www.sec.gov and other securities regulators. Readers are cautioned not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Many of these factors are beyond Tech Data’s control. Unless otherwise required by applicable securities laws, Tech Data disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Tech Data undertakes no duty to update any forward-looking statements contained herein to reflect actual results or changes in Tech Data’s expectations.

Contacts

Investors/Analysts:

Chuck Dannewitz

Executive Vice President and Chief Financial Officer

(727) 532-8028

chuck.dannewitz@techdata.com

Arleen Quinones

Vice President, Investor Relations and Corporate Communications

(727) 532-8866

arleen.quinones@techdata.com

Media:

Brian Kosoy

Director, Corporate Communications

(727) 299-8865

brian.kosoy@techdata.com

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