What changed in this filing

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Item 1A. Risk Factors

2021-07-07 compared with 2021-04-08 · 27 added, 19 removed, 99 unchanged (32% of the section changed)

7 unchanged sentences

whether the combined businesses will perform as expected;

the reduction of our cash available for operations and other uses and the incurrence of indebtedness to finance the acquisition;

the reduction of our cash available for operations and other uses and the incurrence of indebtedness to finance the Merger;

the assumption of known and unknown liabilities of Tech Data.

14 unchanged sentences

In order to complete the Merger, SYNNEX and Tech Data must obtain certain governmental authorizations, and if such authorizations are not granted, the Merger cannot be completed.

Completion of the Merger is conditioned upon the expiration or early termination of the waiting period relating to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and other similar antitrust laws in certain other countries as well as certain other applicable laws or regulations and the governmental authorizations required to complete the Merger (the “Required Governmental Authorizations”) having been obtained and being in full force and effect.

Completion of the Merger is conditioned upon the expiration or early termination of the waiting period relating to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other similar antitrust laws in certain other countries as well as certain other applicable laws or regulations and the governmental authorizations required to complete the Merger having been obtained and being in full force and effect.

Although SYNNEX and Tech Data have agreed in the Merger Agreement to use their reasonable best efforts, subject to certain limitations, to make certain governmental filings or obtain the required governmental authorizations, as the case may be, there can be no assurance that the relevant waiting periods will expire or authorizations will be obtained, and if such authorizations aren’t obtained, the Merger will not be completed.

SYNNEX may waive one or more of the closing conditions without re-soliciting stockholder approval.

SYNNEX may determine to waive, in whole or part, one or more of the conditions of its obligations to consummate the Merger.

SYNNEX currently expects to evaluate the materiality of any waiver and its effect on SYNNEX’ stockholders in light of the facts and circumstances at the time to determine whether any amendment of the proxy statement filed on June 9, 2021 (“proxy statement”) or any re-solicitation of proxies or voting cards is required in light of such waiver.

Any determination whether to waive any condition to the Merger or as to re-soliciting stockholder approval or amending the proxy statement as a result of a waiver will be made by SYNNEX at the time of such waiver based on the facts and circumstances as they exist at that time.

SYNNEX and Tech Data’s business relationships may be subject to disruption due to uncertainty associated with the Merger.

Parties with which SYNNEX or Tech Data do business may experience uncertainty associated with the Merger, including with respect to current or future business relationships with us, Tech Data or the combined business.

SYNNEX’ and Tech Data’s business relationships may be

subject to disruption as customers, vendors and others may attempt to negotiate changes in existing business relationships or consider entering into business relationships with parties other than SYNNEX, Tech Data or the combined business.

SYNNEX and Tech Data’s business relationships may be subject to disruption as customers, vendors and others may attempt to negotiate changes in existing business relationships or consider entering into business relationships with parties other than SYNNEX, Tech Data or the combined business.

These disruptions could have a material and adverse effect on the businesses, financial condition, results of operations or prospects of the combined business, including a material and adverse effect on our ability to realize the anticipated benefits of the Merger.

1 unchanged sentence

Failure to complete the Merger could negatively impact the stock price and the future business and financial results of SYNNEX.

If the Merger is not completed for any reason, including SYNNEX stockholders failing to approve the issuance of the SYNNEX common stock in connection with the Merger, the ongoing business of SYNNEX may be adversely affected and, without realizing any of the benefits of having completed the Merger, SYNNEX would be subject to a number of risks, including the following:

If the Merger is not completed for any reason, the ongoing business of SYNNEX may be adversely affected and, without realizing any of the benefits of having completed the Merger, SYNNEX would be subject to a number of risks, including the following:

We may experience negative reactions from the financial markets, including negative impacts on our stock price, and from our customers, vendors and associates;

11 unchanged sentences

Currently, we are not aware of any securities class action lawsuits or derivative lawsuits being filed in connection with the Merger.

Stockholder lawsuits relating to the Merger have been filed against us, which could result in substantial costs and may delay or prevent the Merger from being completed.

Stockholder lawsuits are often brought against companies that have entered into merger agreements.

Between May 26, 2021 and June 22, 2021, four such suits have been brought against SYNNEX and the Board.

Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources.

An adverse judgment could result in monetary damages, which could have a negative impact on our liquidity and financial condition.

Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the Merger, then that injunction may delay or prevent the Merger from being completed.

The proposed acquisition of Tech Data and the incurrence of debt to fund the proposed acquisition of Tech Data may impact our financial position and subject us to additional financial and operating restrictions.

As of February 28, 2021, we had $1.6 billion of total debt.

We expect to incur a substantial amount of additional debt in connection with the proposed acquisition of Tech Data.

As of May 31, 2021, we had $1.6 billion of total debt.

We expe ct to incur a substantial amount of additional debt in connection with the proposed acquisition of Tech Data.

We expect that upon completion of the proposed acquisition of Tech Data and the related financing transactions, our total debt will increase to approximately $4 billion.

In addition, we expect to have capacity to incur significant additional debt in excess of $4 billion to fund our working capital need and for other corporate purposes.

If w e are unable to raise financing on acceptable terms, we may need to rely on our Bridge Facility, which would result in higher borrowing costs and will have a shorter maturity than those from anticipated, long-term debt financing alternatives.

In addition, we expect to have capacity to incur significant additional debt

in excess of $4 billion to fund our working capital need s and for other corporate purposes.

If we are unable to raise financing on acceptable terms, we may need to rely on the Bridge Facility, which would result in higher borrowing costs and will have a shorter maturity than those from anticipated, long-term debt financing alternatives.

In addition, if we are unable to obtain long-term debt financing on the terms we anticipate, then such alternative long-term debt financing may subject us to higher costs of borrowing, and additional financial and operating covenants, which may limit our flexibility in responding to our business needs.

The Company expects to obtain long-term unsecured debt financing in lieu of all or a portion of the commitments provided under the Bridge Facility.

However, there can be no assurance the Company will be able to obtain such permanent debt financing or that it will be on acceptable terms.

In addition, we anticipate that as a result of the debt we expect to incur to finance the proposed acquisition, our credit and the long-term debt financing will be rated by credit rating agencies.

We expect to obtain long-term unsecured debt financing in lieu of the commitments provided under Tranche C of the Bridge Facility.

However, there can be no assurance we will be able to obtain such permanent debt financing or that it will be on acceptable terms.

In addition, we anticipate that as a result of the debt we expect to incur to finance the proposed acquisition of Tech Data , our credit and the long-term debt financing will be rated by credit rating agencies.

Any potential future negative change in our credit ratings may make it more expensive for us to raise long-term permanent financing on terms that are acceptable to us or to raise additional capital on terms that are acceptable to us, if at all;

2 unchanged sentences

and have other negative implications on our business, many of which are beyond our control.

We will incur significant transaction and integration-related costs in connection with the Merger.

We will incur significant transaction and integr ation-related costs in connection with the Merger.

We expect to incur a number of non-recurring costs associated with the Merger and combining the operations of Tech Data with our operations.

16 unchanged sentences

First Amendment to the Amended and Restated Bylaws (incorporated by reference to Exhibit 3(ii).1 to the Company’s Current Report on Form 8-K filed on March 22, 2021).

Master Commercial Agreement between SYNNEX Corporation and Concentrix Corporation, dated as of December 1, 2020.

(incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on December 2, 2020).

Amendment to Offer Letter dated January 4, 2018, by and between SYNNEX Corporation and Dennis Polk (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 26, 2021).

Offer Letter dated January 25, 2021, by and between SYNNEX Corporation and Peter Larocque (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 26, 2021).

Bridge Commitment Letter dated as of March 22, 2021, by and among SYNNEX and Citigroup Global Markets Inc.

1 unchanged sentence

Amendment No.

2 to SYNNEX Corporation 2020 Stock Incentive Plan.

2 to SYNNEX Corporation 2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on April 8, 2021).

Credit Agreement dated as of April 16, 2021 among SYNNEX Corporation and named Initial Lenders and Citibank, N.A.

as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 20, 2021).

Rule 13a-14(a) Certification of Chief Executive Officer.

2 unchanged sentences

Section 1350).

Voting Agreement, dated as of March 22, 2021, by and among SYNNEX, Tiger Parent (AP) Corporation, and certain stockholders of SYNNEX (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on March 22, 2021).

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.

15 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.

April 08, 2021

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.

What changed 10-Q

Item 1A. Risk Factors