As filed with the Securities and Exchange Commission on January 17, 2017
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
TECH DATA CORPORATION
(Exact name of Registrant as specified in its charter)
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Florida
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59-1578329
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(State of Incorporation)
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(I.R.S. Employer
Identification Number)
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5350 Tech Data Drive
Clearwater, Florida 33760
(727)
539-7429
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Charles V. Dannewitz
Executive Vice President, Chief Financial Officer
Tech Data Corporation
5350 Tech Data Drive
Clearwater, Florida 33760
(727)
539-7429
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Nicolas Grabar, Esq.
Sung K. Kang, Esq.
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Derek J. Dostal, Esq.
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Cleary Gottlieb Steen & Hamilton LLP
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Davis Polk & Wardwell LLP
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One Liberty Plaza
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450 Lexington Avenue
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New York, NY 10006
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New York, NY 10017
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(212)
225-2000
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(212)
450-4000
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Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration
statement
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If the only securities being registered on this
Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of
the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment
plans, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to
Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a
post-effective
amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a
post-effective
amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a
post-effective
amendment to a registration statement filed pursuant to General
Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in
Rule 12b-2
of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated Filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount to be Registered / Proposed Maximum Offering Price Per
Unit / Proposed Maximum
Aggregate Offering Price / Amount
of Registration Fee
(1)
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Debt Securities
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(1)
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An unspecified aggregate initial offering price and number of debt securities is being registered as may from time to time be sold at unspecified prices. Separate consideration may or may not be received for securities
that are issuable on exercise, conversion or exchange of debt securities. The registrant is relying on Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended, to defer payment of all of the registration fee.
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PROSPECTUS
Tech Data Corporation
Debt Securities
By this
prospectus, we may offer and sell from time to time the debt securities described in this prospectus on terms to be determined at the time of offering. Specific terms of the debt securities to be offered will be provided in a supplement to this
prospectus. You should read this prospectus and any prospectus supplement carefully before you invest. A prospectus supplement may also add to, update, supplement or clarify information contained in this prospectus.
Unless stated otherwise in a prospectus supplement, the debt securities will not be listed on any securities exchange. Our common stock is
listed on the Nasdaq Global Select Market under the symbol “TECD.”
We may offer and sell the debt securities to or through one
or more agents, underwriters, dealers or other third parties or directly to one or more purchasers on a continuous or delayed basis.
Investing in
our debt securities involves risks. You should carefully consider the risks referenced under “
Risk Factors
” on page 4 of this prospectus, as well as the other information contained or incorporated by reference in
this prospectus and the applicable prospectus supplement, before making a decision to invest in our debt securities.
Neither the
Securities and Exchange Commission nor any state securities commission has approved or disapproved of these debt securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is January 17, 2017.
TABLE OF CONTENTS
We are responsible for the information contained and incorporated by reference in this prospectus, in any accompanying prospectus
supplement, and in any related free writing prospectus we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for, and can provide no assurance as to the reliability of, any other
information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the debt securities offered by this document are unlawful, or if you are a person to whom it is unlawful to direct these
types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date of this document, unless the information specifically indicates that another date applies.
Unless we have indicated otherwise, references in this prospectus to “Tech Data,” “we,” “our,”
“us,” the “Company” and similar terms refer to Tech Data Corporation, a Florida corporation, and its consolidated subsidiaries.
ABOUT THIS PROSPECTUS
This prospectus is part of an automatic shelf registration statement that we filed with the Securities and Exchange Commission (the
“SEC”) as a
“well-known
seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”). We may offer the debt securities
described in this prospectus from time to time in one or more offerings. This prospectus only provides you with a general description of the debt securities to be offered. Each time we sell debt securities pursuant to this prospectus, we will
describe in a prospectus supplement relating to a particular offering specific information about the offering and the terms of the particular debt securities to be offered. The applicable prospectus supplement may also add, update or change the
information contained in this prospectus. If there is any inconsistency between the information in this prospectus and any applicable prospectus supplement, you should rely on the information in the applicable prospectus supplement. You should
carefully read both this prospectus and any applicable prospectus supplement, together with the additional information described under the heading “Where You Can Find More Information.”
The registration statement of which this prospectus is a part, including the exhibits to the registration statement, provides additional
information about us and the debt securities. Wherever references are made in this prospectus to information that will be included in a prospectus supplement, to the extent permitted by applicable law, rules or regulations, we may instead include
such information or add, update or change the information contained in this prospectus by means of a
post-effective
amendment to the registration statement of which this prospectus is a part, through filings
we make with the SEC that are incorporated by reference into this prospectus or by any other method as may then be permitted under applicable law, rules or regulations. The registration statement, including the exhibits to the registration statement
and any
post-effective
amendment thereto, can be obtained from the SEC, as described under the heading “Where You Can Find More Information.”
FORWARD-LOOKING
STATEMENTS
This prospectus and the documents incorporated in this prospectus by reference, including the Management’s Discussion and Analysis of
Financial Condition and Results of Operations and Business sections of our Annual Report on Form
10-K
and Quarterly Reports on Form
10-Q,
may contain
forward-looking
statements, as described in the “safe harbor” provision of the Private Securities Litigation Reform Act of 1995. These statements involve a number of known and unknown risks, uncertainties,
and other factors, which may cause actual results, performance, or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. These
forward-looking
statements regarding future events and the future results of Tech Data are based on current expectations, estimates, forecasts, and projections about the industries in which we operate and the
beliefs and assumptions of our management. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,”
“estimates,” “may,” “should,” “continue,” “will,” variations of such words, and similar expressions are intended to identify such
forward-looking
statements.
In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances, are
forward-looking
statements. Readers are cautioned that these
forward-looking
statements are only predictions and are subject to risks, uncertainties, and assumptions.
Therefore, actual results may differ materially and adversely from those expressed in any
forward-looking
statements. Readers are referred to the cautionary statements and important factors discussed in Item
1A Risk Factors of our Annual Report on Form
10-K
for the year ended January 31, 2016, our Quarterly Reports for the periods ended April 30, 2016, July 31, 2016 and October 31, 2016 and the
other documents we subsequently file with the SEC for further information. We undertake no obligation to revise or update publicly any
forward-looking
statements for any reason.
SUMMARY
Tech Data Corporation
Tech Data
Corporation is one of the world’s largest wholesale distributors of technology products. We serve as an indispensable link in the technology supply chain by bringing products from the world’s leading technology vendors to market, as well
as providing our customers with advanced logistics capabilities and value-added services. Our customers include approximately 105,000 value-added resellers (“VARs”), direct marketers, retailers and corporate resellers who support the
diverse technology needs of end users. We sell to customers in more than 100 countries throughout North America, South America, Europe, the Middle East and Africa. The two primary geographic markets we serve are the Americas and Europe.
Some of our key financial objectives are to gain share in select product areas in the geographies in which we operate and to improve operating
income by growing gross profit faster than operating costs. In addition, we focus on deploying the right level of capital that yields solid operating cash flow generation and a return on invested capital that is above our weighted average cost of
capital.
Key to achieving our financial objectives is our strategy of execution, diversification and innovation that we believe
differentiates our business in the marketplace.
Execution is fundamental to our business success. We have 22 logistics centers where each
day, tens of millions of dollars of technology products are received from vendors, picked and packed and shipped to our customers. Products are generally shipped from regionally located logistics centers the same day the orders are received. In
addition, execution is marked by a high level of service provided to our customers through our company’s technical, sales and marketing support, electronic commerce tools, product integration services and financing programs.
Our diversification strategy seeks to continuously remix our product, customer and services portfolios towards higher growth and higher return
market segments through organic growth initiatives and acquisitions. We believe that as industry standardization, cloud computing, mobility, the Internet of Things (“IoT”) and other potentially disruptive factors transform the way
technology is used and delivered, we will leverage our highly efficient infrastructure to capture new market opportunities in our strategic focus areas of data center, software, mobility, consumer electronics, integrated supply chain services and
other value-added service offerings.
The final tenet of our strategy is innovation. Our IT systems and
e-business
tools and programs have provided our business with the flexibility to effectively navigate fluctuations in market conditions, structural changes in the technology industry, as well as changes
created by products we sell. These IT systems and
e-business
tools and programs have also worked to strengthen our vendor and customer relationships, while at the same time improving the efficiency of these
business partners.
We believe our strategy of execution, diversification and innovation will continue to strengthen our value proposition
with vendor partners and reseller customers while positioning us for continued market expansion and profitable growth.
We were
incorporated in Florida in 1974. Our principal executive offices are located at 5350 Tech Data Drive, Clearwater, Florida 33760, and our main telephone number is
(727) 539-7429.
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Recent Developments
Acquisition of Technology Solutions Business of Avnet, Inc. (“Avnet”)
On September 19, 2016, we entered into an Interest Purchase Agreement (the “Acquisition Agreement”) with Avnet to acquire (the
“Acquisition”) all the shares of AVT Technology Solutions LLC (“AVT”) and another company that will be formed by Avnet, Inc. (together with AVT, the “Acquired Companies”), which will hold all assets and liabilities
primarily relating to the technology solutions business of Avnet (the “Acquired Business”) following completion of a related reorganization.
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RISK FACTORS
You should carefully consider the risk factors described under “Risk Factors” in our most recent Annual Report on
Form 10-K,
our Quarterly Reports on Form
10-Q
for the periods ended April 30, 2016, July 31, 2016 and October 31, 2016 and the other documents that we
subsequently file with the SEC, as well as the other information included or incorporated by reference in this prospectus, before making an investment decision.
USE OF PROCEEDS
Unless the applicable prospectus supplement indicates otherwise, we intend to use net proceeds from the sale of the debt securities offered
hereby for general corporate purposes.
RATIO OF EARNINGS TO FIXED CHARGES
The table below sets forth the ratio of earnings to fixed charges of Tech Data for each period indicated.
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Nine Months
Ended October 31,
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Fiscal Year Ended January 31,
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2016
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2015
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2016
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2015
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2014
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2013
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2012
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Ratio of earnings to fixed charges
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6.41
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15.92
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15.81
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7.02
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6.05
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5.82
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5.48
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For purposes of this computation, “earnings” represents pre-tax income from continuing operations
before adjustment for noncontrolling interest in consolidated subsidiaries and income or loss from equity investees plus fixed charges, less the preferred dividend requirements of majority-owned subsidiaries. “Fixed charges” consist of
interest expensed on all indebtedness and other liabilities plus amortization of deferred costs of financing, accretion of debt discount, the estimated interest component of lease rental expense, and the preferred dividend requirements of
majority-owned subsidiaries.
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DESCRIPTION OF DEBT SECURITIES
We may offer secured or unsecured debt securities, which may be convertible or
non-convertible,
in one
or more series.
The following is a summary of certain general terms and provisions of the debt securities and the indenture, but they are
not complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of the indenture, which has been filed as an exhibit to the registration statement of which this prospectus is a part, including the
definitions of specified terms used in the indenture, and to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The particular terms of the debt securities offered by any prospectus supplement and the extent these
general provisions may apply to the debt securities will be described in the applicable prospectus supplement. The terms of the debt securities will include those set forth in the indenture, any related documents and those made a part of the
indenture by the Trust Indenture Act. You should read the summary below, the applicable prospectus supplement and the provisions of the indenture and any related documents before investing in our debt securities.
The prospectus supplement relating to any series of debt securities that we may offer will contain the specific terms of the debt securities.
These terms may include the following:
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the title and any limit on the aggregate principal amount of the debt securities;
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whether the debt securities will be secured or unsecured;
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whether the debt securities are convertible into or exchangeable for other securities and, if so, the terms and conditions upon which such securities will be so convertible or exchangeable;
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whether the debt securities are senior or subordinated debt securities and, if subordinated, the terms of such subordination;
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the percentage or percentages of principal amount at which such debt securities will be issued;
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the interest rate(s) or the method for determining the interest rate(s);
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the dates on which interest will accrue or the method for determining dates on which interest will accrue and dates on which interest will be payable;
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the dates on which the debt securities may be issued, the maturity date and other dates of payment of principal;
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redemption or early repayment provisions;
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authorized denominations if other than denominations of $2,000 and multiples of $1,000 in excess thereof;
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the form of the debt securities;
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amount of discount or premium, if any, with which such debt securities will be issued;
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whether such debt securities will be issued in whole or in part in the form of one or more global securities;
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the identity of the depositary for global securities;
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whether a temporary security is to be issued with respect to such series and whether any interest payable prior to the issuance of definitive securities of the series will be credited to the account of the persons
entitled thereto;
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the terms upon which beneficial interests in a temporary global security may be exchanged in whole or in part for beneficial interests in a definitive global security or for individual definitive securities;
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any covenants applicable to the particular debt securities being issued;
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any defaults and events of default applicable to the particular debt securities being issued;
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any restriction or condition on the transferability of the debt securities;
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the currency, currencies or currency units in which the purchase price for, the principal of and any premium and any interest on, such debt securities will be payable;
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the time period within which, the manner in which and the terms and conditions upon which the purchaser of the debt securities can select the payment currency;
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the securities exchange(s) or automated quotation system(s) on which the debt securities will be listed or admitted to trading, as applicable, if any;
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whether any underwriter(s) will act as market maker(s) for the debt securities;
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the extent to which a secondary market for the debt securities is expected to develop;
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our obligation or right to redeem, purchase or repay debt securities under a sinking fund, amortization or analogous provision;
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provisions relating to the modification of the indenture both with and without the consent of holders of debt securities issued under the indenture;
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place or places where we may pay principal, premium, if any, and interest and where holders may present the debt securities for registration of transfer, exchange or conversion;
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place or places where notices and demands relating to the debt securities and the indentures may be made;
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if other than the principal amount of the debt securities, the portion of the principal amount of the debt securities that is payable upon declaration of acceleration of maturity;
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any index or formula used to determine the amount of payments of principal of, premium, if any, or interest on the debt securities and the method of determining these amounts;
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any provisions relating to compensation and reimbursement of the trustee;
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provisions, if any, granting special rights to holders of the debt securities upon the occurrence of specified events; and
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additional terms not inconsistent with the provisions of the indenture.
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General
We may sell the debt securities, including original issue discount securities, at par or at a substantial discount below their stated principal
amount. Unless we inform you otherwise in a prospectus supplement, we may issue additional debt securities of a particular series without the consent of the holders of the debt securities of such series outstanding at the time of issuance. Any such
additional debt securities, together with all other outstanding debt securities of that series, will constitute a single series of securities under the indenture. Such additional debt securities will have the same terms as to ranking, redemption,
waivers, amendments or otherwise as the applicable series of debt securities, and will vote together as one class on all matters with respect to such series of debt securities. In addition, we will describe in the applicable prospectus supplement,
material U.S. federal tax considerations and any other special considerations for any debt securities we sell which are denominated in a currency or currency unit other than U.S. dollars. Any taxes withheld or deducted from payments in respect of
the debt securities and paid to the relevant tax authority shall be deemed to have been paid to the applicable holder. Unless we inform you otherwise in the applicable prospectus supplement, the debt securities will not be listed on any securities
exchange.
We expect most debt securities to be issued in fully registered form without coupons and in denominations of $2,000 and
multiples of $1,000 in excess thereof. Subject to the limitations provided in the indenture and in
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the applicable prospectus supplement, debt securities that are issued in registered form may be transferred or exchanged at the corporate office of the trustee or the principal corporate trust
office of the trustee, without the payment of any service charge, other than any tax or other governmental charge payable in connection therewith.
Global Securities
Unless we inform you
otherwise in the applicable prospectus supplement, the debt securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, a depositary identified in the applicable
prospectus supplement. Global securities will be issued in registered form and in either temporary or definitive form. Unless and until it is exchanged in whole or in part for the individual debt securities, a global security may not be transferred
except as a whole by the depositary for such global security to a nominee of such depositary or by a nominee of such depositary to such depositary or another nominee of such depositary or by such depositary or any such nominee to a successor of such
depositary or a nominee of such successor. The specific terms of the depositary arrangement with respect to any debt securities of a series and the rights of and limitations upon owners of beneficial interests in a global security will be described
in the applicable prospectus supplement.
Events of Default
Under the terms of the indenture, each of the following constitutes an event of default for a series of debt securities unless it is either
inapplicable to a particular series or it is specifically deleted or modified:
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default for 30 days in the payment of any interest when due;
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default in the payment of principal, or premium, if any, when due at maturity, upon redemption or otherwise;
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default for 30 days in the payment of any sinking fund installment when due;
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default in the performance, or breach, of any covenant or agreement in the indenture for 90 days after written notice;
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certain events of bankruptcy, insolvency or reorganization; and
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any other event of default described in the applicable company order or supplemental indenture under which the series of debt securities is issued.
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We are required to furnish the trustee annually with an officer’s certificate as to our compliance with all conditions and covenants
under the indenture. The indenture provides that the trustee may withhold notice to you of any default, except in respect of the payment of the principal of, premium, if any, or interest on the debt securities, if it considers it in the interests of
the holders of the debt securities to do so.
Effect of an Event of Default
If an event of default exists (other than an event of default in the case of certain events of bankruptcy), the trustee or the holders of not
less than 25% in aggregate principal amount of a series of outstanding debt securities may declare the principal amount (or, if the debt securities are original issue discount securities, the portion of the principal amount as may be specified in
the terms of that series) of and all accrued but unpaid interest on all outstanding debt securities of that series to be due and payable immediately, by a notice in writing to us, and to the trustee if given by holders. Upon that declaration the
principal (or specified) amount will become immediately due and payable. However, at any time after a declaration of acceleration has been made, but before a judgment or decree for payment of the money due has been obtained, the event of default
may, without further act, be deemed to have been waived and such declaration may, without further act, be deemed to have been rescinded and annulled subject to conditions specified in the indenture.
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If an event of default in the case of certain events of bankruptcy, insolvency or reorganization
exists, the principal amount of all debt securities outstanding under the indenture shall automatically, and without any declaration or other action on the part of the trustee or any holder of such outstanding debt, become immediately due and
payable.
Subject to the provisions of the indenture relating to the duties of the trustee, if an event of default then exists, the
trustee will be under no obligation to exercise any of its rights or powers under the indenture (other than the payment of any amounts on the debt securities furnished to it pursuant to the indenture) at your (or any other person’s) request,
order or direction, unless you have (or such other person has) offered to the trustee reasonable security or indemnity. Subject to the provisions for the security or indemnification of the trustee, the holders of a majority in aggregate principal
amount of a series of outstanding debt securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee in connection with
the debt securities of that series.
Legal Proceedings and Enforcement of Right to Payment
You will not have any right to institute any proceeding in connection with the indenture or for any remedy under the indenture, unless you have
previously given to the trustee written notice of a continuing event of default with respect to debt securities of that series. In addition, the holders of at least 25% in aggregate principal amount of a series of the outstanding debt securities
must have made written request, and offered reasonable security or indemnity, to the trustee to institute that proceeding as trustee, and, within 60 days following the receipt of that notice, the trustee must not have received from the holders of a
majority in aggregate principal amount of the outstanding debt securities of that series a direction inconsistent with that request, and must have failed to institute the proceeding. However, you will have an absolute and unconditional right to
receive payment of the principal of, premium, if any, and interest on that debt security on or after the due dates expressed in the debt security and to institute a suit for the enforcement of that payment.
Modification and Waiver
Modification
We
and the trustee may modify and amend the indenture with the consent of the holders of a majority in aggregate principal amount of the outstanding debt securities of each series affected. However, no modification or amendment may, without the consent
of the holder of each outstanding debt security affected:
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extend the stated maturity of the principal of, or any installment of interest on, any outstanding debt security;
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reduce the principal amount of or the interest on or any premium payable upon the redemption of any outstanding debt security;
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change the currency in which the principal amount of and premium, if any, or interest on any outstanding debt security is denominated or payable;
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reduce the principal amount of an original issue discount security that would be due and payable upon a declaration of acceleration of the maturity thereof;
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impair your right to institute suit for the enforcement of any payment on any outstanding debt security after the stated maturity or redemption date;
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materially adversely affect the economic terms of any right to convert or exchange any outstanding debt security;
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reduce the percentage of the holders of outstanding debt securities necessary to modify or amend the indenture or to waive compliance with certain provisions of the indenture or certain defaults and consequences of such
defaults; or
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modify any of these provisions or any of the provisions relating to the waiver of certain past defaults or certain covenants, except to increase the required percentage to effect such action or to provide that certain
other provisions may not be modified or waived without the consent of all of the holders of the debt securities affected.
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Waiver
The
holders of a majority in aggregate principal amount of the outstanding debt securities of a series may, on behalf of the holders of all debt securities of that series, waive compliance by us with certain covenants of the indenture.
The holders of a majority in aggregate principal amount of the outstanding debt securities of a series may, on behalf of the holders of all
debt securities of that series, generally waive any past default under the indenture and the consequences of such default. However, a default in the payment of the principal of, or premium, if any, or any interest on, any debt security of that
series or any default in respect of a covenant or provision that under the indenture may not be modified or amended without the consent of the holders of the outstanding debt securities of a series affected cannot be so waived.
Merger, Consolidation and Sale of Assets
We will not consolidate with or merge into any other entity, or sell or lease, all or substantially all our assets to another entity in one
transaction or a series of related transactions, and no entity may consolidate with or merge into us, unless:
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we will be the continuing entity in any merger or consolidation or the successor, transferee or lessee entity (if other than us) is a corporation organized and validly existing under the laws of any U.S. domestic
jurisdiction and expressly assumes our obligations relating to the debt securities;
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immediately before and after such consolidation, merger, sale or lease, there exists no event of default, and no event which, after notice or lapse of time or both, would become an event of default; and
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other conditions described in the indenture are met.
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Defeasance and Covenant Defeasance
The indenture provides that we may discharge all of our obligations with respect to any series of the debt securities at any time, and that we
may also be released from our obligations under certain covenants and from certain other obligations, including obligations imposed by a company order or supplemental indenture with respect to that series, if any, and elect not to comply with those
sections and obligations without creating an event of default. Discharge under the first procedure is called “defeasance” and under the second procedure is called “covenant defeasance.”
Defeasance or covenant defeasance may be effected only if:
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we irrevocably deposit with the trustee money or U.S. government obligations or a combination thereof, as trust funds in an amount sufficient to pay and discharge each installment of principal of, premium, if any, and
interest on, all outstanding debt securities of that series;
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•
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no event of default under the indenture has occurred and is continuing on the date of such deposit, other than an event of default resulting from the borrowing of funds and the grant of any related liens to be applied
to such deposit; and
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•
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we deliver to the trustee an opinion of counsel to the effect that (i) the beneficial owners of the debt
securities of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the deposit, defeasance and discharge or as a result of the deposit and covenant defeasance
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and (ii) the deposit, defeasance and discharge or the deposit and covenant defeasance will not otherwise alter those beneficial owners’ U.S. federal income tax treatment of principal
and interest payments on the debt securities of that series. In the case of a defeasance, this opinion must confirm that either (i) the Company has received a ruling to that effect from or published by the Internal Revenue Service or
(ii) since the date of the indenture there has been a change in the applicable U.S. federal income tax law.
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Governing Law
The indenture and the debt securities shall be governed by and construed in accordance with the laws of the State of New York. The
indenture provides that, to the fullest extent permitted by law, the parties to the indenture and each holder of debt securities waives their rights to a jury trial with respect to litigation arising out of or in connection with the indenture.
Concerning the Trustee
The trustee under
the indenture is MUFG Union Bank, N.A. The trustee will have all the duties and responsibilities of an indenture trustee specified in the Trust Indenture Act with respect to any debt securities issued under the indenture. The trustee is not required
to expend or risk its own funds or otherwise incur financial liability in performing its duties or exercising its rights and powers if it reasonably believes that it is not reasonably assured of repayment or adequate indemnity.
10
PLAN OF DISTRIBUTION
Initial Offering and Sale of Debt Securities
We may sell debt securities from time to time in one or more transactions separately or in combination. We may sell the debt securities of or
within any series to or through agents, underwriters, dealers, remarketing firms or other third parties or directly to one or more purchasers or through a combination of any of these methods. In some cases, we or dealers acting with us or on behalf
of us may also purchase the debt securities and reoffer them to the public.
Agents whom we designate may solicit offers to purchase the
debt securities.
If required, we will name any agent involved in offering or selling the debt securities, and disclose any commissions
that we will pay to the agent, in the applicable prospectus supplement.
Unless we indicate otherwise in the applicable prospectus
supplement, agents will act on a best efforts basis for the period of their appointment.
Agents may be deemed to be underwriters, under
the Securities Act, of any of the debt securities that they offer or sell.
We may use an underwriter or underwriters in the offer or sale
of the debt securities.
If we use an underwriter or underwriters, we will execute an underwriting agreement with the underwriter or
underwriters at the time that we reach an agreement for the sale of the debt securities.
We will include the names of the specific
managing underwriter or underwriters, as well as the names of any other underwriters, and the terms of the transactions, including the compensation the underwriters and dealers will receive, in the applicable prospectus supplement.
The underwriters will use the applicable prospectus supplement, together with this prospectus, to sell the debt securities.
We may use a dealer to sell the debt securities.
If we use a dealer, we will sell the debt securities to the dealer, as principal.
The dealer will then sell the debt securities to the public at varying prices that the dealer will determine at the time it sells the debt
securities.
We will include the name of the dealer and the terms of the transactions with the dealer in the applicable prospectus
supplement.
We may solicit directly offers to purchase the debt securities, and we may directly sell the debt securities to institutional
or other investors. We will describe the terms of direct sales in the applicable prospectus supplement.
We may also offer and sell the
debt securities, if so indicated in the applicable prospectus supplement, in connection with a remarketing upon their purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise, by one or more firms referred to as
remarketing firms, acting as principals for their own accounts or as our agents. Any remarketing firm will be identified and the terms of its agreement, if any, with us, and its compensation will be described in the applicable prospectus supplement.
Remarketing firms may be deemed to be underwriters under the Securities Act in connection with the debt securities they remarket.
11
We may indemnify agents, underwriters, dealers and remarketing firms against certain liabilities,
including liabilities under the Securities Act. Agents, underwriters, dealers and remarketing firms, or their affiliates, may be customers of, engage in transactions with or perform services for us or our respective affiliates, in the ordinary
course of business.
We may authorize agents and underwriters to solicit offers by certain institutions to purchase the debt securities at
the public offering price under delayed delivery contracts.
If we use delayed delivery contracts, we will disclose that we are using them
in the prospectus supplement and will tell you when we will demand payment and delivery of the debt securities under the delayed delivery contracts.
These delayed delivery contracts will be subject only to the conditions that we describe in the prospectus supplement.
We will describe in the applicable prospectus supplement the commission that underwriters and agents soliciting purchases of the debt
securities under delayed delivery contracts will be entitled to receive.
In compliance with guidelines of the Financial Industry
Regulatory Authority, Inc., or FINRA, the maximum amount of underwriting compensation, including underwriting commissions or discounts, to be received by any FINRA member may not exceed 8% of the aggregate principal amount of the securities offered
pursuant to this prospectus. It is anticipated that the maximum underwriting compensation to be received in any particular offering of debt securities will be significantly less than this amount.
Any underwriter, agent or dealer utilized in the initial offering of debt securities will not confirm sales to accounts over which it
exercises discretionary authority without the prior specific written approval of its customer.
Unless otherwise specified in connection
with a particular underwritten offering of the debt securities, the underwriters will not be obligated to purchase offered debt securities unless specified conditions are satisfied, and if the underwriters do purchase any offered debt securities,
they will purchase all offered debt securities.
The applicable prospectus supplement will set forth whether or not underwriters may
over-allot
or effect transactions that stabilize, maintain or otherwise affect the market price of the debt securities at levels above those that might otherwise prevail in the open market, including, for example,
by entering stabilizing bids, effecting syndicate covering transactions or imposing penalty bids.
12
LEGAL MATTERS
Unless otherwise indicated in the applicable prospectus supplement, the validity of any debt securities offered hereby will be passed upon for
us by Cleary Gottlieb Steen & Hamilton LLP, our New York counsel. Certain matters as to Florida law will be passed upon for us by David R. Vetter, Executive Vice President, Chief Legal Officer and Secretary. Mr. Vetter is a
full-time
employee of ours and owns, and has the right to acquire, through the exercise of options or otherwise, shares of our common stock directly and as a participant in various employee benefit plans.
EXPERTS
Ernst & Young LLP, independent registered certified public accounting firm, has audited our consolidated financial statements and
schedule included in our Annual Report on Form
10-K
for the year ended January 31, 2016, and the effectiveness of our internal control over financial reporting as of January 31, 2016, as set forth in
their reports, which are incorporated by reference in this prospectus and elsewhere in this registration statement. Our consolidated financial statements and schedule are incorporated by reference in reliance on Ernst & Young LLP’s
reports, given on their authority as experts in accounting and auditing.
KPMG LLP, independent auditors, has also audited the Acquired
Business’s combined financial statements included in our Current Report on Form
8-K
filed with the SEC on January 17, 2017, for the years ended June 28, 2014, June 27, 2015 and July 2,
2016, as set forth in its report, which is incorporated by reference in this prospectus. The Acquired Business’s combined financial statements are incorporated by reference in reliance on KPMG LLP’s report, given on their authority as
experts in accounting and auditing.
13
INFORMATION INCORPORATED BY REFERENCE
The rules of the SEC allow us to incorporate by reference information into this prospectus. The information incorporated by reference is
considered to be a part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. This prospectus incorporates by reference the documents listed below (other than portions of these
documents that are either (1) described in paragraphs (d)(1), (d)(2), (d)(3) or (e)(5) of Item 407 of Regulations
S-K
promulgated by the SEC or (2) furnished under applicable SEC rules rather than
filed and exhibits furnished in connection with such items):
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our Annual Report on Form
10-K
for the fiscal year ended January 31, 2016;
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our definitive Proxy Statement on Form 14A filed with the SEC on April 21, 2016;
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our Quarterly Reports on Form
10-Q
for the fiscal quarters ended April 30, 2016, July 31, 2016 and October 31, 2016; and
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our Current Reports on Form
8-K,
filed with the SEC on March 18, 2016, September 19, 2016, October 7, 2016, November 4, 2016, January 9, 2017 and January
17, 2017.
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All reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act after the date of this prospectus and prior to the termination of this offering shall be deemed to be incorporated by reference in this prospectus and to be part hereof from the date of filing of such reports and other documents.
However, we are not incorporating by reference any information provided in these documents that is described in paragraph (d)(1), (d)(2), (d)(3) or (e)(5) of Item 407 of Regulation
S-K
promulgated by the SEC
or furnished under applicable SEC rules rather than filed and exhibits furnished in connection with such items.
Tech Data Corporation
hereby undertakes to provide without charge to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, upon written or oral request of any such person, a copy of any or all of the information that has been or may
be incorporated by reference in this prospectus, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this prospectus. Requests for such copies should be directed to our Investor Relations department, at the
following address:
Tech Data Corporation
5350 Tech Data Drive
Clearwater,
Florida 33760
Attention: Investor Relations
(800)
292-7906
14
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports and other information with the SEC. You may read and copy any materials we file at the
SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-888-SEC-0330
for further
information about the Public Reference Room. The SEC also maintains an internet website at www.sec.gov that contains periodic and current reports, proxy and information statements, and other information regarding registrants that file electronically
with the SEC.
We are responsible for the information contained or incorporated by reference in this prospectus, in any accompanying
prospectus supplement, and in any related free writing prospectus we prepare or authorize. We have not authorized anyone to provide you with information different from that contained in this prospectus, and we take no responsibility for any other
information that others may give you. The debt securities offered under this prospectus are offered only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this
prospectus, regardless of the time of delivery of this prospectus or any sale of the debt securities offered hereby.
This prospectus is
part of a registration statement that we filed with the SEC, using a “shelf” registration process under the Securities Act relating to the debt securities to be offered. This prospectus does not contain all of the information set forth in
the registration statement, certain parts of which are omitted in accordance with the rules and regulations of the SEC. The registration statement, including the exhibits thereto, may be inspected at the Public Reference Room maintained by the SEC
at the address set forth above. Statements contained herein concerning any document filed as an exhibit are not necessarily complete, and, in each instance, reference is made to the copy of such document filed as an exhibit to the registration
statement. Each such statement is qualified in its entirety by such reference.
15
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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Item 14.
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Other Expenses of Issuance and Distribution.
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The following table sets forth fees and
expenses payable by the registrant, other than underwriting discounts and commissions, in connection with the issuance and distribution of the debt securities being registered hereby. All amounts set forth below are estimates. All of such expenses
are being borne by the registrant.
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Amount to be Paid
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SEC registration fee
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$
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(1
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Printing fees
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(2
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Legal fees and expenses
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(2
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Accounting fees and expenses
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(2
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Trustee’s and transfer agent’s fees and expenses
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(2
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Rating agency fees
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(2
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Miscellaneous
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(2
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Total
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$
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(1)
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This registration statement relates to the registration of debt securities having an indeterminate maximum aggregate amount. Payment of the registration fee has been deferred and will be calculated and paid in
accordance with Rule 456(b) and Rule 457(r) under the Securities Act.
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(2)
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The estimated amounts of fees and expenses to be incurred in connection with any offering of the debt securities pursuant to this registration statement will be determined from time to time and reflected in the
applicable prospectus supplement.
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Item 15.
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Indemnification of Officers and Directors.
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The Florida Business Corporation Act, as
amended (the “Florida Act”), provides that, in general, a business corporation may indemnify any person who is or was a party to any proceeding (other than an action by, or in the right of, the corporation) by reason of the fact that he or
she is or was a director or officer of the corporation, against liability incurred in connection with such proceeding, including any appeal thereof, provided certain standards are met, including that such officer or director acted in good faith and
in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and provided further that, with respect to any criminal action or proceeding, the officer or director had no reasonable cause to believe
his or her conduct was unlawful. In the case of proceedings by or in the right of the corporation, the Florida Act provides that, in general, a corporation may indemnify any person who was or is a party to any such proceeding by reason of the fact
that he or she is or was a director or officer of the corporation against expenses and amounts paid in settlement actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof,
provided that such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be made in respect of any claim as to which such
person is adjudged liable unless a court of competent jurisdiction determines upon application that such person is fairly and reasonably entitled to indemnity. To the extent that any officers or directors are successful on the merits or otherwise in
the defense of any of the proceedings described above, the Florida Act provides that the corporation is required to indemnify such officers or directors against expenses actually and reasonably incurred in connection therewith. However, the Florida
Act further provides that, in general, indemnification or advancement of expenses shall not be made to or on behalf of any officer or director if a judgment or other final adjudication establishes that his or her actions, or omissions to act, were
material to the cause of action so adjudicated and constitute: (i) a violation of the criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe it was
unlawful; (ii) a transaction from which the director or officer derived an improper personal benefit; (iii) in the case of a director, a circumstance under which the director has voted for or assented to a distribution made in violation of
the Florida Act or the corporation’s articles of incorporation; or (iv) willful misconduct or a conscious disregard for the best interests of the corporation in a proceeding by or in the right of the corporation to procure a judgment in
its favor or in a proceeding by or in the right of a shareholder.
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The Company’s
By-Laws
include the following
provisions:
ARTICLE VI.
Indemnification of Directors and Officers
Section A. GENERAL. To the fullest extent permitted by law, the Corporation shall indemnify any person who is or was a party to any threatened,
pending or completed action, suit or other type of proceeding (other than an action by or in the right of the Corporation), whether civil, criminal, administrative, investigative or otherwise, and whether formal or informal, by reason of the fact
that such person is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise, against judgments, amounts paid in settlement, penalties, fines (including an excise tax assessed with respect to any employee benefit plan) and expenses (including counsel fees) actually and reasonably incurred in connection with any
such action, suit or other proceeding, including any appeal thereof, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any such action, suit or other proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that such person did not act in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation or, with respect to any criminal
action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
Section B. ACTIONS BY OR IN THE RIGHT OF THE
CORPORATION. To the fullest extent permitted by law, the Corporation shall indemnify any person who is or was a party to any threatened, pending or completed action, suit or other type of proceeding (as further described in Section A of this Article
VI) by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including counsel fees) and amounts paid in settlement not exceeding, in the judgment of the Board of Directors,
the estimated expenses of litigating the action, suit or other proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such action, suit or other proceeding, including any appeal thereof, if such
person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made under this Section B in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable unless, and only to the extent that, the court in which such action, suit or other proceeding was brought, or any other court of competent jurisdiction, shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses that such court shall deem proper.
Section C. OBLIGATION TO INDEMNIFY. To the extent that a director, officer, employee or agent of the Corporation has been successful on the
merits or otherwise in defense of any action, suit or other proceeding referred to in Section A or Section B of this Article VI, or in the defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including
counsel fees) actually and reasonably incurred by such person in connection therewith.
Section D. DETERMINATION THAT INDEMNIFICATION IS
PROPER. Indemnification pursuant to Section A or Section B of this Article VI, unless made pursuant to a determination by a court, shall be made by the Corporation only as authorized in the specific case upon a determination that the indemnification
is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section A or Section B of this Article VI. Such determination shall be made either (1) by the Board of Directors by a majority vote of a
quorum consisting of directors who were not parties to the action, suit or other proceeding to which the indemnification relates; (2) if such a quorum is not obtainable or, even if obtainable, by majority vote of a committee duly designated by
the Board of Directors (the designation being one in which directors who are parties may participate) consisting solely of two or more directors not at the time parties to such action, suit or other proceeding; (3) by independent legal counsel
(i) selected by the Board of Directors in accordance with the requirements of subsection (1) or by a committee designated under subsection (2) or (ii) if a quorum of the directors cannot be obtained and a committee cannot be
designated, selected by majority vote of the full Board of Directors
II-2
(the vote being one in which directors who are parties may participate); or (4) by the shareholders by a majority vote of a quorum consisting of shareholders who were not parties to such
action, suit or other proceeding or, if no such quorum is obtainable, by a majority vote of shareholders who were not parties to such action, suit or other proceeding.
Section E. EVALUATION AND AUTHORIZATION. Evaluation of the reasonableness of expenses and authorization of indemnification shall be made in
the same manner as is prescribed in Section D of this Article VI for the determination that indemnification is permissible; provided, however, that if the determination as to whether indemnification is permissible is made by independent legal
counsel, the persons who selected such independent legal counsel shall be responsible for evaluating the reasonableness of expenses and may authorize indemnification.
Section F. PREPAYMENT OF EXPENSES. Expenses (including counsel fees) incurred by a director or officer in defending a civil or criminal
action, suit or other proceeding referred to in Section A or Section B of this Article VI shall be paid by the Corporation in advance of the final disposition thereof upon receipt of an undertaking by or on behalf of such director or officer to
repay such amount if such person is ultimately found not to be entitled to indemnification by the Corporation pursuant to this Article VI. Expenses incurred by other employees and agents may be paid in advance upon such terms and conditions that the
Board of Directors deems appropriate.
Section G. NONEXCLUSIVITY AND LIMITATIONS. The indemnification and advancement of expenses provided
pursuant to this Article VI shall not be deemed exclusive of any other rights to which a person may be entitled under any law,
by-law,
agreement, vote of shareholders or disinterested directors, or otherwise,
both as to action in such person’s official capacity and as to action in any other capacity while holding such office. In all cases not specifically provided for in this Article VI, indemnification or advancement of expenses shall not be made
to or on behalf of any director, officer, employee or agent if a judgment or other final adjudication establishes that such person’s actions, or omissions to act, were material to the cause of action so adjudicated and constitute (1) a
violation of the criminal law, unless the director, officer, employee or agent had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (2) a transaction from which the
director, officer, employee or agent derived an improper personal benefit; (3) in the case of a director, a circumstance under which liability for unlawful distributions is applicable; (4) willful misconduct or a conscious disregard for
the best interests of the Corporation in a proceeding by or in the right of a Corporation to procure a judgment in its favor or in a proceeding by or in the right of a shareholder; or (5) to the extent that such indemnification or advancement
of expenses is expressly prohibited by law.
Section H. CONTINUATION OF INDEMNIFICATION RIGHT. Unless expressly otherwise provided when
authorized or ratified by this Corporation, indemnification and advancement of expenses as provided for in this Article VI shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of
the heirs, executors, and administrators of such person. For purposes of this Article VI, the term “corporation” includes, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger, so that any person who is or was a director, officer, employee or agent of a constituent corporation, or is or was serving at the request of a constituent corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise, is in the same position under this Article VI with respect to the resulting or surviving corporation as such person would have been with respect to such constituent
corporation if its separate existence had continued.
Section I. INSURANCE. The Corporation may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the Corporation, or who is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person
against the liability under Section A or Section B of this Article VI.
II-3
The Exhibit Index filed herewith and appearing immediately before the
exhibits hereto is incorporated by reference in this Item 16.
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(a)
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The undersigned registrant hereby undertakes:
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(1) To file, during any period in which offers
or sales are being made, a
post-effective
amendment to this registration statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective
amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of the debt securities offered (if the total dollar
value of the debt securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective
registration statement; and
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
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provided
,
however
, that paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in
a
post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such
post-effective
amendment shall be deemed to be a new registration statement relating to the debt securities offered therein, and the offering of such debt securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective
amendment any of the debt securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose
of determining liability under the Securities Act of 1933 to any purchaser:
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(i)
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Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration
statement; and
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(ii)
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Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and
included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of debt securities in the offering described in the prospectus. As provided in
Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the debt securities in the registration statement to
which that prospectus relates, and the offering of such debt securities at that time shall be deemed to be the initial bona fide offering thereof.
Provided, however
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that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
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(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the debt securities, the undersigned registrant undertakes that in a primary offering of the securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the
debt securities to the purchaser, if the debt securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such
debt securities to such purchaser:
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(i)
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Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
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(ii)
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Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
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(iii)
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The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its debt securities provided by or on behalf of the undersigned registrant;
and
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(iv)
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Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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(b)
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The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report, pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the debt securities offered therein, and the offering of such debt securities at that time shall be deemed to be the initial bona fide offering thereof.
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(c)
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Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or controlling persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the debt securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Exchange Act of 1934 and will be governed by the final adjudication of such issue.
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II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form
S-3
and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Largo, State of Florida,
on January 17, 2017.
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TECH DATA CORPORATION
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By:
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/s/ Charles V. Dannewitz
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Name: Charles V. Dannewitz
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Title: Executive Vice President, Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert M. Dutkowsky,
Charles V. Dannewitz and Jeffrey L. Taylor, and each of them acting individually, as his
attorney-in-fact,
each with full power of substitution, for him in any and all
capacities, to sign any and all amendments to this Registration Statement on Form
S-3
(including any post-effective amendments), and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said
attorney-in-fact,
or his or her substitutes, may do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the
following persons in the capacities indicated:
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Signature
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Title
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Date
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/s/ Steven A. Raymund
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Steven A. Raymund
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Chairman of the Board of Directors
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January 17, 2017
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/s/ Robert M. Dutkowsky
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Robert M. Dutkowsky
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Chief Executive Officer, Director (principal executive officer)
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January 17, 2017
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/s/ Charles V. Dannewitz
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Charles V. Dannewitz
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Executive Vice President, Chief Financial Officer (principal financial officer)
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January 17, 2017
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/s/ Jeffrey L. Taylor
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Jeffrey L. Taylor
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Senior Vice President and Corporate Controller (principal accounting officer)
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January 17, 2017
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/s/ Charles E. Adair
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Charles E. Adair
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Director
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January 17, 2017
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/s/ Harry J. Harczak, Jr.
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Harry J. Harczak, Jr.
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Director
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January 17, 2017
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/s/ Bridgette P. Heller
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Bridgette P. Heller
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Director
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January 17, 2017
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/s/ Kathleen Misunas
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Kathleen Misunas
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Director
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January 17, 2017
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Signature
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Title
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Date
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/s/ Thomas Morgan
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Thomas Morgan
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Director
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January 17, 2017
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/s/ Patrick G. Sayer
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Patrick G. Sayer
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Director
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January 17, 2017
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/s/ Savio W. Tung
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Savio W. Tung
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Director
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January 17, 2017
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EXHIBIT INDEX
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Exhibit
Number
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Description
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1-A
(1)
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Form of Underwriting Agreement.
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3-A
(2)
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Amended and Restated Articles of Incorporation of Tech Data Corporation filed on June 4, 2014 with the Secretary of the State of Florida.
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3-B
(2)
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Bylaws of Tech Data Corporation as adopted by the Board of Directors and approved by the Shareholders on June 4, 2014.
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4-A
(1)
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Indenture, dated as of January 17, 2017, between Tech Data Corporation and MUFG Union Bank, N.A., as trustee.
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5-A
(1)
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Opinion of David R. Vetter, Executive Vice President, Chief Legal Officer and Secretary of Tech Data Corporation.
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5-B
(1)
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Opinion of Cleary Gottlieb Steen & Hamilton LLP.
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12-A
(1)
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Statement of Computation of Ratio of Earnings to Fixed Charges.
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23-A
(1)
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Consent of David R. Vetter, Executive Vice President, Chief Legal Officer and Secretary of Tech Data Corporation (included in Exhibit
5-A
to this Registration Statement).
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23-B
(1)
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Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit
5-B
to this Registration Statement).
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23-C
(1)
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Consent of Ernst & Young LLP.
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23-D
(1)
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Consent of KPMG LLP.
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24-A
(1)
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Power of Attorney (incorporated by reference to the signature page of this Registration Statement).
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25-A
(1)
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Statement of Eligibility on Form
T-1
under the Trust Indenture Act of MUFG Union Bank, N.A. under the Indenture.
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(2)
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Incorporated by reference to the Exhibits included in the Company’s Form
10-Q
for the quarter ended April 30, 2014,
File No. 0-14625.
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