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 (Date of Earliest Event Reported): January 30, 2023

TD SYNNEX CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-31892	94-2703333
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

44201 Nobel Drive, Fremont, California	94538
(Address of principal executive offices)	(Zip Code)

(Registrant’s telephone number, including area code) (510) 656-3333

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 obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.001 per share	SNX	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01 Other Events.

On January 30, 2023, TD SYNNEX Corporation (the “Company”) announced the closing of a secondary public offering (the “Offering”) of an aggregate of 5,175,000 shares of its common stock, par value $0.001 per share (the “Common Stock”) that were sold by certain entities managed by affiliates of Apollo Global Management, Inc. (the “Selling Stockholders”), which includes 675,000 shares sold pursuant to the exercise in full of the underwriters’ option to purchase additional shares of Common Stock held by the Selling Stockholders.

Also pursuant to the Underwriting Agreement, the Company purchased 900,000 shares of Common Stock from the underwriters as part of the Offering at the public offering price of $97.00 per share, resulting in a purchase price of $87.3 million (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 was made under the Company’s existing $1 billion share repurchase program, and the Company used existing cash on hand to fund the Concurrent Share Repurchase. The underwriters did not receive any underwriting discount for the shares repurchased by the Company.

All the shares in the Offering were sold by the Selling Stockholders. The Company did not receive any of the proceeds from the sale of shares by the Selling Stockholders in the Offering.

A copy of the Company’s press release announcing the closing of the Offering, including the Concurrent Share Repurchase, 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 No.	Description
99.1	Press Release, dated January 30, 2023.
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: January 30, 2023	TD SYNNEX CORPORATION
	By:	/s/ David Vetter
		David Vetter
		Chief Legal Officer and Corporate Secretary

EX-99.1

Exhibit 99.1

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

FREMONT, CA and CLEARWATER, FL, January 30, 2023 – TD SYNNEX Corporation (NYSE: SNX) (“TD SYNNEX” or the “Company”) today announced the closing of a secondary public offering of an aggregate of 5,175,000 shares of its common stock by certain entities managed by affiliates of Apollo Global Management, Inc. (the “Selling Stockholders”), which includes 675,000 shares sold pursuant to the exercise in full of the underwriters’ option to purchase additional shares of common stock held by the Selling Stockholders. TD SYNNEX did not receive any of the proceeds from the sale of shares by the Selling Stockholders in the offering.

In addition, the Company purchased from the underwriters 900,000 shares of common stock as part of the secondary public offering, at the public offering price of $97.00 per share, resulting in a purchase price of $87.3 million (the “Concurrent Share Repurchase”), under the Company’s existing $1 billion share repurchase program. The Company used existing cash on hand to fund the Concurrent Share Repurchase. The underwriters did not receive any underwriting discount for the shares repurchased by the Company.

Goldman Sachs & Co. LLC, Barclays and Citigroup acted as lead book-running managers for the offering. BofA Securities, Mizuho, RBC Capital Markets, Apollo Global Securities, BNP PARIBAS, HSBC, MUFG and Wells Fargo Securities also acted as joint book-running managers with respect to the offering. Academy Securities and Siebert Williams Shank acted as co-managers for the offering.

The shares of common stock in the public offering were sold by the Selling Stockholders pursuant to a shelf registration statement (File No. 333-259270) relating to the resale of the shares which was previously filed with the Securities and Exchange Commission (the “SEC”) and became effective on September 2, 2021. The offering was made only by means of a written prospectus and prospectus supplement that form a part of the registration statement. Copies of the final prospectus supplement and accompanying prospectus relating to the offering were filed with the SEC and may be obtained by contacting: Goldman Sachs & Co. LLC by mail at 200 West Street, New York, NY 10282, Attention: Prospectus Department, by telephone at (866) 471-2526, or by email at prospectus-ny@ny.email.gs.com; Barclays Capital Inc., c/o Broadridge Financial Solutions, by mail at 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (888) 603-5847, or by email at barclaysprospectus@broadridge.com; or Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, by mail at 1155 Long Island Avenue, Edgewood, NY 11717 or by telephone at (800) 831-9146.

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 23,500 co-workers are dedicated to uniting compelling IT products, services and solutions from 1,500+ 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, 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. For more information, visit www.TDSYNNEX.com, follow us on Twitter, LinkedIn, Facebook and Instagram.

Contact:

Liz Morali

Investor Relations

510-668-8436

ir@tdsynnex.com

Bobby Eagle

Global Corporate Communications

727-538-5864

bobby.eagle@tdsynnex.com

XML

Document and Entity Information	Jan. 30, 2023
Cover [Abstract]
Entity Registrant Name	TD SYNNEX CORP
Amendment Flag	false
Entity Central Index Key	0001177394
Document Type	8-K
Document Period End Date	Jan. 30, 2023
Entity Incorporation State Country Code	DE
Entity File Number	001-31892
Entity Tax Identification Number	94-2703333
Entity Address, Address Line One	44201 Nobel Drive
Entity Address, City or Town	Fremont
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94538
City Area Code	(510)
Local Phone Number	656-3333
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common stock, par value $0.001 per share
Trading Symbol	SNX
Security Exchange Name	NYSE
Entity Emerging Growth Company	false