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

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TD SYNNEX (NYSE: SNX) announced the pricing and upsize of a secondary public offering of 10,500,000 shares of its common stock, sold by entities managed by affiliates of Apollo Global Management, Inc.
Positive
  • TD SYNNEX announces the pricing and upsize of a secondary public offering of 10,500,000 shares of common stock.
  • The shares are being sold by entities managed by affiliates of Apollo Global Management, Inc.
Negative
  • The offering may lead to dilution for existing shareholders.

FREMONT, Calif. & CLEARWATER, Fla.--(BUSINESS WIRE)-- TD SYNNEX Corporation (NYSE: SNX) (“TD SYNNEX” or the “Company”) today announced the pricing and upsize of the previously announced secondary public offering of 10,500,000 shares of its common stock. All of the shares in the offering are being sold by certain entities managed by affiliates of Apollo Global Management, Inc. (the “Selling Stockholders”). The offering is expected to close on or about April 2, 2024, subject to customary closing conditions. The underwriters will have a 30-day option to purchase up to an additional 1,575,000 shares of common stock from the Selling Stockholders. TD SYNNEX will not receive any of the proceeds from the sale of shares by the Selling Stockholders in the offering.

In addition, the Company has agreed to purchase from the underwriters 500,000 shares of common stock that are the subject of the offering at a price per share equal to the price per share to be paid by the underwriters to the Selling Stockholders (the “Concurrent Share Repurchase”) under the Company’s existing share repurchase program. The Company plans 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.

J.P. Morgan Securities LLC, Barclays Capital Inc., BofA Securities, Inc., and Mizuho Securities USA 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. A preliminary prospectus supplement relating to and describing the terms of the offering was filed with the SEC on March 27, 2024. The final prospectus supplement relating to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. A copy of the preliminary prospectus supplement, the accompanying prospectus and the final prospectus supplement (when available) relating to the offering may be obtained by contacting: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, telephone: 1-866-803-9204, or by emailing at prospectus-eq_fi@jpmchase.com; Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (or by email at barclaysprospectus@broadridge.com or telephone at 1-888-603-5847); BofA Securities, Inc., NC1-022-02-25 201, North Tryon Street, Charlotte, NC 28255-0001, Attn: Prospectus Department Email: dg.prospectus_requests@bofa.com, 1-800-294-1322; or Mizuho Securities USA LLC, Attention: Equity Capital Markets, 1271 Avenue of Americas, New York, NY, 10020, by phone at (212) 205-7600, or by email at US-ECM@mizuhogroup.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 completion, terms, size, and timing of the offering, and with respect to granting the underwriters a 30-day option to purchase additional shares. 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.

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 ticker symbol for TD SYNNEX ?

The ticker symbol for TD SYNNEX is SNX.

How many shares are being offered in the secondary public offering?

10,500,000 shares of common stock are being offered.

Who are selling the shares in the offering?

Certain entities managed by affiliates of Apollo Global Management, Inc. are selling the shares.

TD SYNNEX Corporation

NYSE:SNX

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About SNX

welcome to synnex corporation (snx), a global leader in it distribution (technology solutions segment) and global business services (concentrix segment). founded in 1980, synnex is a $10.4 billion company with more than 53,000 associates worldwide and in 2014 was ranked no. 260 on the fortune 500 list. synnex partners with more than 300 world-leader technology manufacturers, helping them distribute their products through more than 20,000 value-added resellers primarily in north america. our focused channel categories include it systems, peripherals, system components, software, networking, and consumer electronics products. our vendor partners include hp, intel, panasonic, microsoft, lenovo, seagate, and many other world-class original equipment manufacturers. in addition to distribution, synnex provides business process outsourcing for technical support, renewals management, demand generation, direct sales, customer service, back-office processing, and it outsourcing. synnex creates