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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.
−Removed: 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").
−Removed: All of the shares in the Offering were sold by the Selling Stockholders.
−Removed: We did not receive any of the proceeds from the sale of shares by the Selling Stockholders in the Offering.
−Removed: 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").
−Removed: 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.
−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 February 28, 2023:
+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 May 31, 2023:
Issuer Purchases of Equity Securities (amounts in thousands except for per share amounts)
−Removed: 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: December 1 - December 31, 2022 161 $ 96.70 161 $ 259,457
−Removed: January 1 - January 31, 2023 1,015 97.78 1,015 901,696
−Removed: February 1 - February 28, 2023 — — — 901,696
+Added: Period Total number of shares purchased Average price paid per share (1)
+Added: 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
+Added: March 1 - March 31, 2023 — $ — — $ 901,697
+Added: April 1 - April 30, 2023 460 91.18 460 859,715
+Added: May 1 - May 31, 2023 204 88.40 204 841,716
Total 664 $ 90.33 664
+Added: _________________________
+Added: (1) Excludes excise taxes, whether accrued or paid, and excludes broker's commissions.
Exhibit Number Description of Document
−Removed: 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).
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Amendment No.
−Removed: 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).
+Added: 1, dated as of May 22, 2023 to the Credit Agreement, dated as of April 16, 2021 among TD SYNNEX Corporation and named Initial Lenders and Citibank, N.A.
+Added: as administrative agent.
+Added: 10.2 Second Amendment to Fifth Amended and Restated Receivables Funding and Administration Agreement, dated as of May 30, 2023 by and among SIT Funding Corporation, TD SYNNEX Corporation, the lenders party thereto and The Toronto-Dominion Bank, as agent.
31.1 Rule 13a-14(a) Certification of Chief Executive Officer.
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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: +Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
+Added: +Schedules (or similar attachments) and certain information have been omitted pursuant to Items 601(a)(5), 601(a)(6) and/or 601(b)(10)(iv) of Regulation S-K.
TD SYNNEX hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit to such agreement to the U.S.
Securities and Exchange Commission upon request;
−Removed: provided, however, that TD SYNNEX may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules so furnished.
+Added: provided, however, that TD SYNNEX may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.
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: 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.