TD SYNNEX Corporation

04/12/2024 | Press release | Distributed by Public on 04/12/2024 14:09

Material Agreement - Form 8-K

Item 1.01

Entry into a Material Definitive Agreement.

On April 12, 2024, TD SYNNEX Corporation ("TD SYNNEX" or the "Company") issued and sold $600,000,000 aggregate principal amount of 6.100% Senior Notes due 2034 (the "Notes," and such offering, the "Notes Offering"). The Notes were sold in a registered public offering pursuant to the Company's Registration Statement on Form S-3(File No. 333-278517),which became effective upon filing, and a Prospectus Supplement dated April 9, 2024, to a Prospectus dated April 5, 2024.

The Notes were issued pursuant to, and are governed by, an indenture, dated as of August 9, 2021 (the "Base Indenture"), between TD SYNNEX and Citibank, N.A., as trustee (the "Trustee"), as amended and supplemented, including by a fifth supplemental indenture dated as of April 12, 2024 between TD SYNNEX and the Trustee relating to the Notes (the Base Indenture, as so amended and supplemented, the "Indenture"). The Indenture contains customary covenants and restrictions, including covenants that limit TD SYNNEX' and certain of its subsidiaries' ability to create or incur liens on shares of stock of certain subsidiaries or on principal properties, engage in sale/leaseback transactions or, with respect to TD SYNNEX, consolidate or merge with, or sell or lease substantially all its assets to, another person. The Indenture also provides for customary events of default.

The Notes will accrue interest at a rate of 6.100% per year, payable semi-annually in arrears on April 12 and October 12 of each year, beginning on October 12, 2024, and will mature on April 12, 2034. TD SYNNEX may redeem the Notes at its option, in whole or in part, at any time and from time to time, prior to January 12, 2034 (the "Par Call Date"), at a redemption price equal to the greater of (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-dayyear consisting of twelve 30-daymonths) at the Treasury Rate (as defined in Indenture) plus 30 basis points less (b) interest accrued to the redemption date; and (2) 100% of the principal amount of the Notes to be redeemed; plus in either case, accrued and unpaid interest thereon to, but not including, the redemption date. TD SYNNEX may also redeem the Notes at its option, in whole or in part, at any time and from time to time, on or after the applicable Par Call Date, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the redemption date.

The Company received net offering proceeds of approximately $595.5 million, before expenses, upon closing of the Notes Offering. The Company intends to use the net proceeds from the Notes Offering, together with other available funds, to repay or redeem on or prior to maturity the outstanding $700.0 million aggregate principal amount of its 1.250% Senior Notes due August 9, 2024 and for general corporate purposes.

The foregoing descriptions of the Base Indenture, the fifth supplemental indenture and the Notes are summaries only and are qualified in their entirety by reference to the full text of such documents. The Base Indenture, which was filed as Exhibit 4.1 to the Company's Current Report on Form 8-Kfiled on August 9, 2021, and the fifth supplemental indenture, including the form of Note, which are filed as Exhibits 4.2 and 4.3 to this Current Report on Form 8-K,are incorporated in this Item 1.01 by reference.