You should carefully review and consider the information regarding certain factors that could materially affect our business, financial condition or future results set forth under Part I-Item 1A "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended November 30, 2021.
−Removed: Except as set forth below, there have been no material changes from the risk factors disclosed in our 2020 Annual Report on Form 10-K.
−Removed: Risks Related to the Acquisition of Tech Data
−Removed: We may fail to realize the anticipated benefits of the Merger, which could adversely affect the value of our common stock.
−Removed: The success of the acquisition of Tech Data (the “Merger”) will depend, in part, on our ability to realize the anticipated benefits from combining the businesses of SYNNEX and Tech Data.
−Removed: Our ability to realize these anticipated benefits and cost savings is subject to certain risks including:
−Removed: Our ability to successfully combine the businesses of SYNNEX and Tech Data;
−Removed: whether the combined businesses will perform as expected;
−Removed: the reduction of our cash available for operations and other uses and the incurrence of indebtedness to finance the Merger;
−Removed: the assumption of known and unknown liabilities of Tech Data.
−Removed: SYNNEX and Tech Data have operated independently, and there can be no assurances that our businesses can be integrated successfully.
−Removed: It is possible that the integration process could result in the loss of key SYNNEX or Tech Data employees, the disruption of either or both company’s ongoing businesses, higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated.
−Removed: Specifically, issues that must be addressed to realize the anticipated benefits of the Merger so the combined business performs as expected include, among other things:
−Removed: integrating the companies’ technologies, products and services;
−Removed: identifying and eliminating redundant and underperforming operations and assets;
−Removed: harmonizing the companies’ operating practices, employee development and compensation programs, internal controls and other policies, procedures and processes;
−Removed: attracting, motivating and retaining executives and other key personnel;
−Removed: addressing possible differences in business backgrounds, corporate cultures and management philosophies;
−Removed: consolidating the companies’ corporate, administrative and information technology infrastructure;
−Removed: managing the movement of certain businesses and positions to different locations;
−Removed: maintaining existing agreements with customers and vendors and avoiding delays in entering into new agreements with prospective customers and vendors;
−Removed: consolidating offices of SYNNEX and Tech Data that are currently in or near the same location.
−Removed: In addition, at times, the attention of certain members of either or both company’s management and resources may be focused on the integration of the businesses of the two companies and diverted from day-to-day business operations, which may disrupt each company’s ongoing business and the business of the combined company.
−Removed: If we fail to properly mitigate these risks or address the issues set forth above, the anticipated cost savings and other benefits of the Merger may not be realized fully or at all, or may take longer to realize than expected, which in turn could adversely affect our business operations and value of our common stock.
−Removed: We may be targets of securities class action and derivative lawsuits relating to the Merger, which could result in substantial costs.
−Removed: Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into merger agreements.
−Removed: Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources.
−Removed: An adverse judgment could result in monetary damages, which could have a negative impact on our liquidity and financial condition.
−Removed: Currently, we are not aware of any securities class action lawsuits or derivative lawsuits being filed in connection with the Merger.
−Removed: Stockholder lawsuits relating to the Merger have been filed against us, which could result in substantial costs.
−Removed: Stockholder lawsuits are often brought against companies that have entered into merger agreements.
−Removed: Between May 26, 2021 and June 22, 2021, four such suits have been brought against SYNNEX and the Board.
−Removed: Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources.
−Removed: An adverse judgment could result in monetary damages, which could have a negative impact on our liquidity and financial condition.
−Removed: We will incur significant transaction and integration-related costs in connection with the Merger.
−Removed: We expect to incur a number of non-recurring costs associated with the Merger and combining the operations of Tech Data with our operations.
−Removed: We will incur significant transaction costs related to the Merger.
−Removed: We also will incur significant integration-related fees and costs related to formulating and implementing integration plans, including facilities and systems consolidation costs and employment-related costs.
−Removed: We continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred related to the Merger and the integration of Tech Data into our business.
−Removed: Although we expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, should allow us to offset integration-related costs over time, this net benefit may not be achieved in the near term, or at all.
−Removed: Apollo will be able to exercise significant influence over the composition of the Board, matters subject to stockholder approval and/or the Company’s operations.
−Removed: As a result of the issuance of 44 million shares of SYNNEX common stock in the Merger, entities affiliated with Apollo Global Management, Inc.
−Removed: (“Apollo”) held 46% of the Company’s stock immediately following the closing of the Merger.
−Removed: Additionally, the Company entered into an Investor Rights Agreement at the closing of the Merger, which provides that following the closing, the board of directors shall be comprised of eleven directors, and that affiliates of Apollo have the right to nominate a certain number of directors, depending on the percentage of the outstanding shares of SYNNEX common stock held.
−Removed: As a result, Apollo will be in a position to influence (subject to organizational documents and Delaware law) the composition of the Company’s board of directors and the outcome of corporate actions requiring stockholder approval, such as mergers, business combinations and dispositions of assets, among other corporate transactions.
−Removed: This concentration of investment and voting power could discourage others from initiating a potential merger, takeover or other change of control transaction that may otherwise be beneficial to SYNNEX and its stockholders, which could adversely affect the market price of SYNNEX common stock.
−Removed: Risks Related to the Discontinuance of LIBOR
−Removed: We may face risk associated with the discontinuation of and transition from the London Interbank Offered Rate (LIBOR) as a benchmark interest rate.
−Removed: It is anticipated that LIBOR will be discontinued by the end of 2021.
−Removed: At this time, however, it is not possible to predict the effect of any changes to LIBOR, the discontinuation of LIBOR or any establishment of alternative benchmark interest rates in the future.
−Removed: If LIBOR is no longer available or if there are any future changes to benchmark interest rates, this may have an uncertain impact on our variable-rate debt, which could adversely impact our interest expense, results of operations and cash flows.
−Removed: Exhibit Number
−Removed: Description of Document
−Removed: Agreement and Plan of Merger, dated as of March 22, 2021, by and among SYNNEX, Spire Sub I, Inc., Spire Sub II, LLC, and Tiger Parent (AP) Corporation (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on March 22, 2021).
−Removed: Restated Certificate of Incorporation (incorporated by reference to Exhibit 3(i).1 to the Company’s Current Report on Form 8-K filed on September 2, 2021).
−Removed: Amended and Restated Bylaws (incorporated by reference to Exhibit 3(ii).1 to the Company’s Current Report on Form 8-K filed on September 2, 2021).
−Removed: Indenture, dated as of August 9, 2021, by and between SYNNEX Corporation and Citibank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 9, 2021).
−Removed: First Supplemental Indenture, dated as of August 9, 2021, between SYNNEX Corporation and Citibank, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 9, 2021).
−Removed: Second Supplemental Indenture, dated as of August 9, 2021, between SYNNEX Corporation and Citibank, N.A., as trustee (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on August 9, 2021).
−Removed: Third Supplemental Indenture, dated as of August 9, 2021, between SYNNEX Corporation and Citibank, N.A., as trustee (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on August 9, 2021).
−Removed: Fourth Supplemental Indenture, dated as of August 9, 2021, between SYNNEX Corporation and Citibank, N.A., as trustee (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on August 9, 2021).
−Removed: Form of $700,000,000 1.250% Senior Notes due 2024 (included as Exhibit A to Exhibit 4.2) (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 9, 2021).
−Removed: Form of $700,000,000 1.750% Senior Notes due 2026 (included as Exhibit A to Exhibit 4.3) (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on August 9, 2021).
−Removed: Form of $600,000,000 2.375% Senior Notes due 2028 (included as Exhibit A to Exhibit 4.4) (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on August 9, 2021).
−Removed: Form of $500,000,000 2.650% Senior Notes due 2031 (included as Exhibit A to Exhibit 4.5) (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on August 9, 2021).
−Removed: Registration Rights Agreement, dated as of August 9, 2021, by and between SYNNEX Corporation and Citigroup Global Markets Inc., as representative of the initial purchasers of the Notes (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 9, 2021).
−Removed: Investor Rights Agreement dated September 1, 2021 between SYNNEX and Tiger Parent Holdings, L.P.
−Removed: (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 2, 2021).
−Removed: Offer Letter with Richard Hume dated August 31, 2021 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 2, 2021).
−Removed: Amendment to Offer Letter dated September 28, 2021, by and between TD SYNNEX and Dennis Polk (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 28, 2021).
−Removed: Advisor Agreement with Dwight Steffensen dated August 31, 2021.
−Removed: Rule 13a-14(a) Certification of Chief Executive Officer.
−Removed: Rule 13a-14(a) Certification of Chief Financial Officer.
−Removed: Statement of the Chief Executive Officer and Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.
−Removed: Section 1350).
−Removed: Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
−Removed: Inline XBRL Taxonomy Extension Schema Document.
−Removed: Inline XBRL Taxonomy Extension Calculation Linkbase Document.
−Removed: Inline XBRL Taxonomy Extension Definition Linkbase Document.
−Removed: Inline XBRL Taxonomy Extension Label Linkbase Document.
−Removed: Inline XBRL Taxonomy Extension Presentation Linkbase Document.
−Removed: Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
−Removed: * In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos.
−Removed: 33-8238 and 34-47986, Final Rule:
−Removed: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act.
−Removed: Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
−Removed: # Indicates management contract or compensatory plan or arrangement.
−Removed: +Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
−Removed: SYNNEX hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit to such agreement to the U.S.
−Removed: Securities and Exchange Commission upon request;
−Removed: provided, however, that SYNNEX may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules so furnished.
−Removed: 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, thereunto duly authorized.
−Removed: October 5, 2021
−Removed: SYNNEX CORPORATION
−Removed: /s/ Richard T.
−Removed: President and Chief Executive Officer
−Removed: (Duly authorized officer and principal executive officer)
−Removed: /s/ Marshall W.
−Removed: Chief Financial Officer
−Removed: (Duly authorized officer and principal financial officer)
+Added: Except as set forth below, there have been no material changes to the risk factors disclosed in our 2021 Annual Report on Form 10-K.
+Added: Global health and economic, political and social conditions may harm our ability to do business, increase our costs and negatively affect our stock price.
+Added: Worldwide economic conditions remain uncertain due to adverse consequences concerning the United States and China trade negotiations, market volatility as a result of political leadership in certain countries and other disruptions to global and regional economies and markets, including increases in inflation.
+Added: External factors, such as potential terrorist attacks, acts of war, geopolitical and social turmoil or epidemics and other similar outbreaks in many parts of the world, could prevent or hinder our ability to do business, increase our costs and negatively affect our stock price.
+Added: Russia’s recent invasion of Ukraine and the subsequent economic sanctions imposed by the U.S., NATO and other countries may impact the economic conditions in or our ability to sell products to customers in the affected region.
+Added: In addition, the conflict could have broader implications on economies outside the region, such as the global inflationary impact of a potential boycott of Russian oil and gas by other countries.
+Added: More generally, these geopolitical, social and economic conditions could result in increased volatility in the United States and the worldwide financial markets and economy.
+Added: For example, increased instability may enhance volatility in currency exchange rates, cause our customers or potential customers to delay or reduce spending on our products or services, and limit our suppliers’ access to credit.
+Added: It could also adversely impact our ability to obtain adequate insurance at reasonable rates and may require us to incur increased costs for security measures for our domestic and international operations.
+Added: We are predominantly uninsured for losses and interruptions caused by terrorism, acts of war and similar events.
+Added: These uncertainties make it difficult for us and our suppliers and customers to accurately plan future business activities.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.