Other Information
−Removed: On March 29, 2024, the Company, and its subsidiary SIT Funding Corporation (“SIT”), which is the borrower thereunder, amended the Company's accounts receivable securitization program (the “Trade Receivables Securitization”) by entering into Amendment No.
−Removed: 4 (the “Amendment”) to the Fifth Amended and Restated Receivables Funding and Administration Agreement (the “RFA”), among the Company, SIT, the lenders and managing agents party thereto, and The Toronto-Dominion Bank Ltd., as administrative agent.
−Removed: The Amendment (i) provides that the Dilution Trigger Ratio has no effect for the period from March 31, 2024 to April 22, 2024, (ii) provides that on and after April 22, 2024, no termination event relating to the Dilution Trigger Ratio will occur if at the time of such event the outstanding principal amount is zero, and (iii) provides SIT will not be permitted to draw on the facility at any time the Dilution Trigger Ratio is above 5.75% (the current threshold for a termination event).
−Removed: The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment which is attached hereto and filed as Exhibit 10.3 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.
Trading Arrangements
−Removed: During the three months ended February 29, 2024, none of the Company's directors or officers adopted , amended, or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement", as those terms are defined in Regulation S-K, Item 408.
+Added: On May 1, 2024 , Merline Saintil , a member of the Company’s Board of Directors , adopted a trading arrangement for the sale of securities of the Company’s common stock that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act.
+Added: Saintil’s Rule 10b5-1 trading arrangement provides for the sale of up to 468 shares of common stock until March 31, 2025 pursuant to the terms of the plan.
+Added: On May 8, 2024 , Marshall Witt , the Company’s Chief Financial Officer , adopted a trading arrangement for the sale of securities of the Company’s common stock that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act.
+Added: Witt’s Rule 10b5-1 trading arrangement provides for the sale of up to (i) 17,480 shares of common stock (of which 7,549 shares are to be acquired upon the exercise of employee stock options) and (ii) 100% net shares (not yet determinable) of common stock resulting from the vesting of certain equity awards (net shares are net of tax withholding), until June 23, 2025 pursuant to the terms of the plan.
Exhibit Number Description of Document
−Removed: 1.1 Underwriting Agreement, dated as of January 2 9 , 202 4 , 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 31 , 202 4 ).
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 24, 2023).
−Removed: Offer Letter dated November 28, 2023, by and between TD SYNNEX and Patrick Zammit (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 30, 2023).
−Removed: Second Omnibus Amendment to the Fifth Amended and Restated Receivables Funding and Administration Agreement and the Third Amended and Restated Receivables Sale and Servicing Agreement, dated as of December 11, 2023 by and among TD SYNNEX Corporation, SIT Funding Corporation, the originators party thereto, the lenders party thereto and the Toronto-Dominion Bank, as agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 14, 2023).
−Removed: F ourth Amendment to the Fifth Amended and Rest ated Receivables F unding and Administration Agreement, dated as of March 29 , 2024 by a n d among TD SYNNEX Corporation, SIT Funding Corporation, the originators party thereto, the lenders party thereto and the Toronto-Dominion Bank, as agent .
−Removed: Adviso r Agreement with Duane Zitzner dated March 21, 2024.
+Added: Indenture, dated as of August 9, 2021, by and between TD 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).
+Added: Fifth Supplemental Indenture, dated as of April 12, 2024, by and between TD SYNNEX Corporation and Citibank, N.A., as trustee (incor porated by referen ce to Exhibit 4.2 to the Company's Cu rrent Report on Form 8-K filed on April 12, 2024).
+Added: 4.3 Form of 6.100% Senior Notes due 2034 (included as Exhibit A to Exhibit 4.2) (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on April 12, 2024).
+Added: Amended and Restated Credit Agreement, dated as of April 16, 2024, by and among TD SYNNEX Corporation, the lenders party thereto and Citibank, N.A., as agen t (incorporated by reference to Exhibit 10.1 to the Company's Cu rrent Report on Form 8-K filed on April 22, 2024).
+Added: Credit Agreement, dated as of April 19, 2024, by and among TD SYNNEX Corporation, the lenders party thereto and Bank of America, N.A., as agent (incorporated by reference to Exhibit 10.2 to the Com pany's Current Report on Form 8-K filed on April 22, 2024).
+Added: Fourth Amendment to the Fifth Amended and Restated Receivables Funding and Administration Agreement, dated as of March 29, 2024 by and among TD SYNNEX Corporation, SIT Funding Corporation, the originators party thereto, the lenders party thereto and the Toronto-Dominion Bank, as agent (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended February 29, 2024).
+Added: 10.4# Advisor Agreement with Duane Zitzner dated March 21, 2024 (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended February 29, 2024).
+Added: TD SYNNEX Corporation 2024 Employee Stock Purchase Plan (incorporated by reference to the Company’s 2024 Proxy Statement on Schedule 14A (File No.
+Added: 001-31892) filed on February 5, 2024)
31.1 Rule 13a-14(a) Certification of Chief Executive Officer.
19 unchanged sentences
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 4, 2024
TD SYNNEX CORPORATION
6 unchanged sentences
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.