Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: In June 2020, our Board of Directors authorized a three-year $400 million share repurchase program, effective July 1, 2020, pursuant to which we may repurchase our outstanding common stock from time to time in the open market or through privately negotiated transactions.
−Removed: The following table presents information with respect to purchases of common stock by the Company under the share repurchase program during the quarter ended August 31, 2022:
+Added: In June 2020, our Board of Directors authorized a three-year $400.0 million share repurchase program, effective July 1, 2020.
+Added: In January 2023, our Board of Directors authorized a new three-year $1.0 billion share repurchase program (the "new share repurchase program"), replacing the existing $400.0 million share repurchase program, pursuant to which we may repurchase our outstanding common stock from time to time in the open market or through privately negotiated transactions.
+Added: The prior $400.0 million share repurchase program was terminated on January 4, 2023, when it was replaced by the new share repurchase program, which will expire on January 3, 2026.
+Added: On January 30, 2023, we announced the closing of a secondary public offering (the "Offering") of an aggregate of 5.2 million shares of our common stock that were sold by certain entities managed by affiliates of Apollo Global Management, Inc (the "Selling Stockholders").
+Added: All of the shares in the Offering were sold by the Selling Stockholders.
+Added: We did not receive any of the proceeds from the sale of shares by the Selling Stockholders in the Offering.
+Added: Also pursuant to the related underwriting agreement, we repurchased 0.9 million shares of our 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").
+Added: The Concurrent Share Repurchase was made under our existing $1.0 billion share repurchase program, and is included within the activity for the month of January shown in the table below.
+Added: The following table presents information with respect to purchases of common stock by the Company under the share repurchase program during the quarter ended February 28, 2023:
Issuer Purchases of Equity Securities (amounts in thousands except for per share amounts)
Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or program Maximum dollar value of shares that may yet be purchased under the plans or programs
−Removed: June 1 - June 30, 2022 111 $ 98.11 111 $ 336,321
−Removed: July 1 - July 31, 2022 101 93.81 101 326,852
−Removed: August 1 - August 31, 2022 97 102.25 97 316,963
+Added: December 1 - December 31, 2022 161 $ 96.70 161 $ 259,457
+Added: January 1 - January 31, 2023 1,015 97.78 1,015 901,696
+Added: February 1 - February 28, 2023 — — — 901,696
Total 1,176 $ 97.64 1,176
Exhibit Number Description of Document
−Removed: 2.1+ 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).
+Added: 1.1 Underwriting Agreement, dated as of January 25, 2023, among TD SYNNEX Corporation, the selling stockholders named therein and the several underwriters named therein (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on January 26, 2023).
3(i).1 Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3(i).1 to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 2022).
3(ii).1 Amended and Restated Bylaws (incorporated by reference to Exhibit 3(ii).1 to the Company’s Annual Report on Form 10-K filed on January 2 3 , 202 3 ).
−Removed: 10.1 Form of Notice of Stock Option Grant and Stock Option Agreement (U.S.) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 19, 2022).
−Removed: 10.2 Form of Notice of Stock Option Grant and Stock Option Agreement (non-U.S.) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 19, 2022).
−Removed: 10.3 Form of Notice of Restricted Stock Award and Restricted Stock Agreement (U.S.) (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on September 19, 2022).
−Removed: 10.4 Form of Notice of Restricted Stock Award and Restricted Stock Agreement (non-U.S.) (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on September 19, 2022).
−Removed: 10.5 Form of Notice of Restricted Stock Unit Award and Restricted Stock Unit Agreement (time-based) (U.S.) (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on September 19, 2022).
−Removed: 10.6 Form of Notice of Restricted Stock Unit Award and Restricted Stock Unit Agreement (time-based) (non-U.S.) (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on September 19, 2022).
−Removed: 10.7 Form of Notice of Performance-Based Restricted Stock Unit Award and Performance-Based Restricted Stock Unit Agreement (U.S.) (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on September 19, 2022).
−Removed: 10.8 Form of Notice of Performance-Based Restricted Stock Unit Award and Performance-Based Restricted Stock Unit Agreement (non-U.S.) (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed on September 19, 2022).
−Removed: 10.9 First Omnibus Amendment to the Fifth Amended and Restated Receivables Funding and Administration Agreement, dated as of August 22, 2022 by and among SIT Funding Corporation, TD SYNNEX Corporation, the lenders party thereto and The Toronto-Dominion Bank, as agent.
+Added: 10.1 Amendment No.
+Added: 3 to Offer Letter dated January 4, 2023, 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 January 10, 2023).
31.1 Rule 13a-14(a) Certification of Chief Executive Officer.
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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
−Removed: 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.
+Added: 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.
+Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
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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 4, 2022
+Added: April 5, 2023
TD SYNNEX CORPORATION
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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.