TD SYNNEX Announces Launch of Secondary Public Offering of Common Stock and Concurrent Share Repurchase

Rhea-AI Summary

TD SYNNEX Corporation (SNX) announced a proposed secondary public offering of 7,375,000 shares of its common stock held by certain entities managed by affiliates of Apollo Global Management, Inc. The underwriters will have a 30-day option to purchase up to an additional 1,106,250 shares of common stock from the Selling Stockholders. TD SYNNEX is not selling any shares and will not receive any proceeds from the sale. The Company has also authorized the purchase of 1,375,000 shares of common stock as part of the secondary public offering, not to exceed $160.0 million. The Company intends to fund the Concurrent Share Repurchase from existing cash on hand. The underwriters are Goldman Sachs & Co. LLC, BofA Securities, Inc., and RBC Capital Markets, LLC. Shelf registration statements relating to the resale of the shares were previously filed with the SEC and became effective on specific dates. This press release is not an offer to sell or buy securities.

Financial Analyst

The announcement by TD SYNNEX Corporation regarding the proposed secondary public offering and the Concurrent Share Repurchase is a strategic financial move that warrants a detailed analysis. The secondary offering involves the sale of shares currently held by affiliates of Apollo Global Management, which indicates a reshuffling of the company's shareholder base. This can often lead to increased liquidity in the market for TD SYNNEX's shares, potentially widening the investor base and improving the stock's price discovery.

However, it is crucial to note that the company will not receive any proceeds from this secondary offering, as it is not the one selling the shares. Instead, the proceeds will go to the selling stockholders, which might raise questions about the long-term commitment of these shareholders to the company. The Concurrent Share Repurchase, capped at $160.0 million, signals a confidence from the company's management in the intrinsic value of their stock, which could be perceived positively by the market.

From a financial perspective, this repurchase is being funded from existing cash on hand, which suggests that the company has sufficient liquidity. Nevertheless, investors should consider the opportunity cost of this use of cash, which might otherwise be invested in growth initiatives or used to pay down debt.

Market Research Analyst

The dynamics of a secondary public offering and a concurrent share repurchase can have various implications for the stock market perception of TD SYNNEX Corporation. The secondary offering could potentially lead to a short-term dip in the stock price due to the increased supply of shares. However, the repurchase program might counterbalance this effect by signaling to the market that the company believes its shares are undervalued.

It's important to analyze the timing of these transactions and their alignment with the company's overall strategic goals. The fact that the underwriters have a 30-day option to purchase additional shares could suggest that there is anticipated demand for the stock, which might be a positive sign for investors.

Furthermore, the involvement of prominent financial institutions such as Goldman Sachs, BofA Securities and RBC Capital Markets as underwriters provides a level of credibility to the offering, which could enhance investor confidence. The impact of these transactions on the company's stock performance will depend on how the market interprets these strategic moves in the context of the company's financial health and growth prospects.

Legal Expert

The legal framework surrounding the secondary public offering and the Concurrent Share Repurchase is based on compliance with SEC regulations. The shelf registration statements filed and effective as of specific dates provide the company with the flexibility to sell securities over a prolonged period. This regulatory compliance ensures that the transactions are executed in accordance with federal securities laws, which is a critical aspect for maintaining market integrity and protecting investor interests.

It is also important to consider that the announcement clearly states that the offering will only be made by means of a written prospectus and prospectus supplement, which are legal documents providing detailed information about the offering. The disclaimer that this press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities emphasizes the importance of adhering to legal protocols in such financial communications.

The absence of compensation for the underwriters in the share repurchase by the company is another legal detail that investors should be aware of, as it may affect the financial incentives of the underwriters in the transaction.

FREMONT, Calif. & CLEARWATER, Fla.--(BUSINESS WIRE)-- TD SYNNEX Corporation (NYSE: SNX) (“TD SYNNEX” or the “Company”) today announced a proposed secondary public offering of 7,375,000 shares of its common stock currently held by certain entities managed by affiliates of Apollo Global Management, Inc. (the “Selling Stockholders”). The underwriters will have a 30-day option to purchase up to an additional 1,106,250 shares of common stock from the Selling Stockholders. TD SYNNEX is not selling any shares of its common stock and will not receive any proceeds from the sale of the shares by the Selling Stockholders in the offering.

In addition, the Company has authorized the purchase from the underwriters of 1,375,000 shares of common stock as part of the secondary public offering, provided that the total amount of shares to be repurchased does not exceed $160.0 million (the “Concurrent Share Repurchase”). The Concurrent Share Repurchase is part of the Company’s existing share repurchase program. The Company intends to fund the Concurrent Share Repurchase from existing cash on hand. The underwriters will not receive any compensation for the shares being repurchased by the Company.

Goldman Sachs & Co. LLC, BofA Securities, Inc. and RBC Capital Markets, LLC are acting as joint bookrunners and underwriters for the offering.

Shelf registration statements (File No. 333-259270 and File No. 333-274915) relating to the resale of the shares were previously filed with the Securities and Exchange Commission (the “SEC”) and became effective on September 2, 2021 and October 10, 2023, respectively. The offering will be made only by means of a written prospectus and prospectus supplement that form a part of the registration statement. Copies of the preliminary prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and, when available, may be obtained by contacting: Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing Prospectus-ny@ny.email.gs.com; BofA Securities, Inc. by mail at One Bryant Park, New York, New York 10036, by email at dg.ecm_execution_services@bofa.com, Attention: Syndicate Department and with a copy to dg.ecm_legal@bofa.com, Attention: ECM Legal; or RBC Capital Markets, LLC, by mail at Attention: Equity Syndicate, 200 Vesey Street, 8th Floor, New York, New York 10281, by telephone at (877) 822-4089, or by email at equityprospectus@rbccm.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these 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.

About TD SYNNEX

TD SYNNEX is a leading global distributor and solutions aggregator for the IT ecosystem. We’re an innovative partner helping more than 150,000 customers in 100+ countries to maximize the value of technology investments, demonstrate business outcomes and unlock growth opportunities. Headquartered in Clearwater, Florida, and Fremont, California, TD SYNNEX’s approximately 23,000 co-workers are dedicated to uniting compelling IT products, services and solutions from 2,500+ best-in-class technology vendors. Our edge-to-cloud portfolio is anchored in some of the highest-growth technology segments including cloud, cybersecurity, big data/analytics, AI, IoT, mobility and everything as a service. TD SYNNEX is committed to serving customers and communities, and we believe we can have a positive impact on our people and our planet, intentionally acting as a respected corporate citizen. We aspire to be a diverse and inclusive employer of choice for talent across the IT ecosystem.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements may be identified by use of terms such as “propose,” “will,” “expect,” “shall,” and similar terms or the negative of such terms, and include, without limitation, statements regarding the expected timing, size, and completion of the proposed offering, the grant to the underwriters of the option to purchase additional shares, and other information that is not historical information. Actual results or developments may differ materially from those projected or implied in these forward-looking statements. Factors that may cause such a difference include risks and uncertainties related to completion of the public offering on the anticipated terms or at all, market conditions and the satisfaction of customary closing conditions related to the public offering. More information about the risks and uncertainties faced by TD SYNNEX is contained in the section captioned “Risk Factors” in the prospectus supplement related to the public offering and from time to time in the Company’s Securities and Exchange Commission filings, including its Annual Report on Form 10-K for the fiscal year ended November 30, 2023, as well as subsequent SEC filings. The forward-looking statements contained in this release are as of the date of this release, and, except as required by law, TD SYNNEX does not undertake any obligation to update any such statements, whether as a result of new information, future events or otherwise.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240129122217/en/

Liz Morali

Investor Relations

510-668-8436

ir@tdsynnex.com

Bobby Eagle

Global Corporate Communications

727-538-5864

bobby.eagle@tdsynnex.com

Source: TD SYNNEX

FAQ

What is the proposed secondary public offering announced by TD SYNNEX Corporation (SNX)?

TD SYNNEX Corporation announced a proposed secondary public offering of 7,375,000 shares of its common stock held by certain entities managed by affiliates of Apollo Global Management, Inc.

Will TD SYNNEX receive any proceeds from the sale of shares in the offering?

No, TD SYNNEX is not selling any shares and will not receive any proceeds from the sale.

Who are the underwriters for the offering?

The underwriters for the offering are Goldman Sachs & Co. LLC, BofA Securities, Inc., and RBC Capital Markets, LLC.

How will the Concurrent Share Repurchase be funded?

The Company intends to fund the Concurrent Share Repurchase from existing cash on hand.

What does the press release state about the shelf registration statements?

Shelf registration statements relating to the resale of the shares were previously filed with the SEC and became effective on specific dates.