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Acquisitions
12 Months Ended
Nov. 30, 2021
Business Combinations [Abstract]  
Acquisitions

NOTE 3—ACQUISITIONS:

Tech Data Merger

On September 1, 2021, pursuant to the terms of the Merger Agreement, the Company acquired all the outstanding shares of common stock of Tiger Parent (AP) Corporation, the parent corporation of Tech Data, for an aggregate purchase price of $7.22 billion, comprised of $1.61 billion in cash ($1.11 billion in cash after giving effect to a $500 million equity contribution by Tiger Parent Holdings, L.P., Tiger Parent (AP) Corporation’s sole stockholder and an affiliate of Apollo Global Management, Inc., to Tiger Parent (AP) Corporation prior to the effective time of the Merger) and 44 million shares of common stock of SYNNEX, valued at approximately $5.61 billion based on the closing price of the Company’s common stock on September 1, 2021. The Merger created a leading global distributor and solutions aggregator for the IT ecosystem. The Company used the net proceeds from the issuance of new Senior Notes, borrowings under its new credit agreement and cash on hand to fund the above payments. Additionally, the Company repaid the majority of Tech Data's outstanding debt after the Merger, including approximately $2.4 billion outstanding under Tech Data’s existing Asset-Based Credit Agreement and approximately $0.2 billion of outstanding Tech Data Senior Notes.

The Company has accounted for the Merger as a business combination and allocated the purchase price to the estimated fair values of Tiger Parent (AP) Corporation’s assets acquired and liabilities assumed. As the Merger occurred during the fourth quarter of the Company’s fiscal year, the Company has not yet completed its evaluation and determination of certain assets acquired and liabilities assumed, primarily (i) the final assessment and valuation of certain assets acquired and liabilities assumed, including accounts receivable, receivables from vendors, inventory, accrued expenses and other liabilities and (ii) the final assessment and valuation of certain income tax amounts. Therefore, the final fair values of the assets and liabilities may vary from the Company's preliminary estimates.

The preliminary allocation of the purchase price is as follows:

 

Purchase price allocation:

 

Fair Value

 

Cash and cash equivalents

 

$

702,907

 

Accounts receivable, net

 

 

5,150,725

 

Receivables from vendors, net

 

 

730,639

 

Inventories

 

 

2,993,239

 

Other current assets

 

 

394,101

 

Property and equipment

 

 

347,532

 

Goodwill

 

 

3,544,585

 

Intangible assets

 

 

4,933,900

 

Other assets

 

 

474,000

 

Total assets

 

 

19,271,628

 

 

 

 

 

 

Borrowings, current

 

 

493,076

 

Accounts payable

 

 

6,611,817

 

Other accrued liabilities

 

 

1,246,415

 

Long-term borrowings

 

 

2,218,672

 

Other long-term liabilities

 

 

416,229

 

Deferred tax liabilities

 

 

1,061,019

 

Total liabilities

 

 

12,047,228

 

 

 

 

 

 

Purchase consideration

 

$

7,224,400

 

 

The allocation of the value of identifiable intangible assets is as follows:

 

 

Fair value

 

 

Weighted

average

useful life

Customer relationships

 

$

3,860,200

 

 

14 years

Trade name

 

 

1,073,700

 

 

Indefinite lived

Total intangibles acquired

 

$

4,933,900

 

 

 

Goodwill is the excess of the consideration transferred over the net assets recognized and primarily represents future economic benefits arising from assets acquired that are not individually identified and separately recognized, including synergies inherent in the acquired business, of which approximately $500 million is expected to be deductible for tax purposes.

Included within the Company’s Consolidated Statement of Operations are estimated revenues for the year ended November 30, 2021, of approximately $10.0 billion from Tech Data subsequent to the acquisition date of September 1, 2021. As the Company began integrating certain sales and other functions after the closing of the acquisition, these amounts represent an estimate of the Tech Data revenues for the fiscal year ended November 30, 2021. It is not necessarily indicative of how the Tech Data operations would have performed on a stand-alone basis. As a result of certain integration activities subsequent to the date of acquisition, it is impracticable to disclose net income from Tech Data for the period subsequent to the acquisition date.

The following table presents unaudited supplemental pro forma information as if the Merger had occurred at the beginning of fiscal 2020, after giving effect to certain adjustments related to the transaction. The pro forma results exclude any benefits that may result from potential cost savings and certain non-recurring costs. As a result, the pro forma information below does not purport to present what actual results would have been had the Merger been consummated on the date indicated and it is not necessarily indicative of the results of operations that may result in the future.

 

 

(Unaudited)

 

 

 

Years Ended November 30,

 

 

 

2021

 

 

2020

 

Revenue

 

$

60,623,568

 

 

$

55,974,478

 

Income from continuing operations attributable to TD SYNNEX Corporation

 

 

519,688

 

 

 

349,356

 

Adjustments reflected in the pro forma results include the following:

 

Amortization of acquired intangible assets

 

Interest costs associated with the Merger

 

Removal of certain non-recurring transaction costs of $22.3 million and non-recurring financing costs of $47.0 million

 

Tax effects of adjustments based on an estimated statutory tax rate