![]() ![]() ![]() In case of termination of the transaction under specific circumstances, SYNNEX will pay a termination fees of $131.68 million to Tech Data. The combined company will have an eleven-member board, including Hume, with six individuals appointed by SYNNEX and with Apollo Funds to have Board designation rights based on ownership, initially including four total directors, two of whom will be independent. Dennis Polk will be Executive Chair of the Board of Directors and will take an active role in the ongoing strategy and integration of the business, among other responsibilities. Richard Hume will lead the combined company as Chief Executive Officer. Dennis Polk, formerly the Chief Executive Officer of SYNNEX, is Executive Chair of the TD SYNNEX Board of Directors. The combined company is now TD SYNNEX, led by Richard Hume as Chief Executive Officer. The combined company will have a team of over 22,000 associates and colleagues. ![]() Until the transaction is completed, the companies will continue to operate independently. On August 9, 2021, SYNNEX completed its offering of $2.5 billion aggregate principal amount of senior unsecured notes, and the net proceeds from this offering will be used to fund the aggregate cash portion of the consideration payable to in connection with the Merger, refinance certain of SYNNEX' and Tech Data's existing indebtedness and pay related fees and expenses. SYNNEX intends to utilize the $1.5 billion term loan facility to refinance certain debt at SYNNEX and Tech Data upon closing of the proposed merger. The remaining $2.5 billion of bridge commitments were also successfully syndicated to a number of financial institutions. This new credit facility replaces $5.0 billion out of the $7.5 billion of bridge commitments provided under the previously disclosed debt commitment letter entered into by SYNNEX in connection with its proposed merger with Tech Data. SYNNEX has entered into a new $5.0 billion credit facility consisting of a $1.5 billion term loan and a $3.5 billion revolving credit facility with 29 leading financial institutions. ![]() (∼iti), pursuant to which Citi has committed to provide (i) a $4.0 billion 364-day senior unsecured term bridge facility and (ii) a $3.5 billion 364-day senior unsecured revolving credit facility. In connection with the merger agreement, SYNNEX entered into a debt commitment letter with Citigroup Global Markets Inc. Upon closing of the transaction, SYNNEX shareholders will own approximately 55% of the combined entity, with Apollo owning approximately 45%. Likewise, aggregate stock consideration cannot exceed issuance of 44 million SYNNEX shares. Target shareholders can elect to receive either cash, stock or mixed consideration such that the aggregate cash consideration cannot exceed $1.61 billion. Under the terms of the agreement, Apollo will receive an aggregate of 44 million shares of SYNNEX common stock and cash of $1.61 billion plus the refinancing of existing Tech Data net debt and redeemable preferred shares of approximately $2.7 billion. Under the merger agreement, SYNNEX and Tech Data will combine in a transaction valued at approximately $7.2 billion, including net debt. SYNNEX Corporation (NYSE:SNX) entered into a definitive merger agreement to acquire Tech Data Corporation from Apollo Global Management, Inc. ![]()
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