TECH DATA CORPORATION (NASDAQ:TECD) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
First Amendment to Interest Purchase Agreement
On February27, 2017, Avnet, Inc. (Avnet) and Tech Data
Corporation (Tech Data) entered into an amendment (the First
Amendment) to the Interest Purchase Agreement by and between Tech
Data and Avnet dated as of September19, 2016 (the Interest
Purchase Agreement). The Interest Purchase Agreement was amended
to, among other things, (i)modify the definition of Retained
Business so as to exclude the business of integration and resale
of certain technology products in the United States to certain
customers and (ii)remove Avnets obligation to repay certain
third-party indebtedness.
The foregoing description of the First Amendment does not purport
to be complete and is qualified in its entirety by reference to
the First Amendment, a copy of which is being filed as Exhibit
10.1 hereto and is incorporated herein by reference.
| Item2.01 |
Completion of Acquisition or Disposition of Assets. |
On February27, 2017, Tech Data, to the Interest Purchase
Agreement, acquired all the shares of AVT Technology Solutions
LLC and TS DivestCo B.V., which together hold all assets and
liabilities primarily relating to the technology solutions
business of Avnet (the Acquisition). In consideration for the
Acquisition, Tech Data issued 2,785,402 shares of its common
stock, representing approximately 7.3% of Tech Datas outstanding
common stock after giving effect to the issuance of the new
shares in connection with the Acquisition. The cash consideration
for the transaction totaled approximately $2.4 billion, and was
funded with (a)borrowings under Tech Datas $1.0 billion Term Loan
Credit Agreement dated November2, 2016 (as amended) among Tech
Data, Bank of America, N.A., as administrative agent, and each
lender party thereto, (b)amounts received from the offering of
Tech Datas $500,000,000 aggregate principal amount of 3.700%
Senior Notes due 2022 and its $500,000,000 aggregate principal
amount of 4.950% Senior Notes due 2027, (c)drawings under other
credit facilities and (d)cash on hand.
The foregoing description of the Acquisition and the Interest
Purchase Agreement is not complete and is subject to, and
qualified in its entirety by reference to, the full text of the
Interest Purchase Agreement, which was filed as Exhibit 2.1 to
Tech Datas Current Report on Form 8-K filed with the SEC on
September19, 2016, and is incorporated herein by reference.
| Item7.01 | Regulation FD Disclosure. |
On February27, 2017, Tech Data issued a press release regarding
the completion of the Acquisition. A copy of the press release is
attached as Exhibit 99.1 hereto and is incorporated herein by
reference. The press release is furnished and not filed, to
Instruction B.2 of Form 8-K.
| Item9.01 | Financial Statements and Exhibits. |
| (a) |
Financial Statements of Businesses Acquired. |
Tech Data will file any financial statements required by
Item9.01(a) by amendment not later than 71 calendar days after
the date that this Current Report on Form 8-K must be filed.
| (b) |
Pro Forma Financial Information. |
Tech Data will file any financial statements required by
Item9.01(b) by amendment not later than 71 calendar days after
the date that this Current Report on Form 8-K must be filed.
| (d) |
Exhibits |
The exhibits listed on the Exhibit Index immediately preceding
such exhibits are filed as part of this Current Report on Form
8-K.
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 hereunto duly authorized.
| Tech Data Corporation | ||||
| (Registrant) | ||||
| Date: February 27, 2017 | /s/ Charles V. Dannewitz | |||
| Charles V. Dannewitz | ||||
| Executive Vice President, Chief Financial Officer |
EXHIBIT INDEX
|
Exhibit No. |
Description |
|
| 10.1 |
First Amendment to Interest Purchase Agreement, dated February 27, 2017, by and between Avnet, Inc. and Tech Data Corporation.* |
|
| 99.1 |
Press Release, dated February 27, 2017 (furnished to Regulation FD). |
| * |
Tech Data has omitted certain schedules and exhibits |
About TECH DATA CORPORATION (NASDAQ:TECD)
Tech Data Corporation is a wholesale distributor of technology products. The Company serves as a link in the technology supply chain by bringing products from the technology vendors to market, as well as providing its customers with logistics capabilities and services. It operates through the segment of distributing technology products, logistics management and other value-added services. It operates in two geographic segments: the Americas and Europe. It provides resellers training and technical support suite of electronic commerce tools customized shipping documents product configuration or integration services and access to financing programs. Its customers include value-added resellers, direct marketers, retailers and corporate resellers who support the diverse technology needs of end users. It sells its products to customers in approximately 100 countries throughout North America, South America, Europe, the Middle East and Africa. TECH DATA CORPORATION (NASDAQ:TECD) Recent Trading Information
TECH DATA CORPORATION (NASDAQ:TECD) closed its last trading session up +0.68 at 88.63 with 179,501 shares trading hands.
