Item 1.01. Entry into a Material Definitive Agreement.
First Amendment to Merger Agreement
As previously announced, on November 12, 2019, Tech Data Corporation, a Florida corporation (the Company), entered into
an Agreement and Plan of Merger (the Original Agreement), by and among the Company, Tiger Midco, LLC, a Delaware limited liability company (Parent), and Tiger Merger Sub Co., a Delaware corporation and a direct
wholly owned subsidiary of Parent (Merger Sub), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the Merger), with the Company
surviving the Merger as a direct wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of certain funds (the Apollo Funds) managed by affiliates of Apollo Global Management, Inc.
On November 27, 2019, the Company entered into an Amendment No. 1 to the Merger Agreement (the Amendment and the
Original Agreement, as amended by the Amendment, the Merger Agreement) with Parent and Merger Sub. The Amendment provides for, among other things, an increase in the merger consideration to be paid for each share of common stock,
par value $0.0015 per share, of the Company (Common Stock) outstanding immediately prior to the effective time of the Merger (the Effective Time) (other than shares of Common Stock held by Parent, Merger Sub or
the Company (including treasury shares) at the Effective Time) from $130.00 per share in cash to $145.00 per share in cash, in each case, without interest and subject to applicable withholding taxes. The Amendment also provides for an increase in
the Parent Termination Fee (as defined in the Merger Agreement) from $283,260,000 to $315,944,000, and for an increase in the Company Termination Fee (as defined in the Merger Agreement) from $165,235,000 to $184,301,000 (or, under certain
circumstances provided in the Merger Agreement, a lower amount of $89,517,000, which is an increase from $80,257,000 as provided in the Original Agreement).
The Companys Board of Directors (the Board) has unanimously adopted the Merger Agreement and approved the execution,
delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to,
and in the best interests of, the Company and its stockholders, approved and declared advisable the Merger Agreement and the consummation of the Merger, and, on the terms and subject to the conditions set forth in the Merger Agreement, resolved to
submit the Merger Agreement for the approval of the Companys stockholders and to recommend that the Companys stockholders approve the Merger Agreement.
Other than as expressly modified pursuant to the Amendment, the Original Agreement, which was filed as Exhibit 2.1 to the Current Report on
Form 8-K filed with the Securities and Exchange Commission (the SEC) by the Company on November 13, 2019 (the Original Report) and is incorporated by reference
herein, remains in full force and effect as originally executed on November 12, 2019.
The foregoing description of the Amendment and
the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 2.1 and is incorporated by reference herein, and the Original Agreement, which
is attached as Exhibit 2.1 to the Original Report and is incorporated by reference herein.
The Merger Agreement has been included to
provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Parent, Merger Sub or their respective subsidiaries or affiliates. The representations, warranties and covenants
contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting
parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk among the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of
materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of
facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which
subsequent information may or may not be reflected in the Companys public disclosures. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company, Parent and Merger
Sub and the transactions contemplated by the Merger Agreement that will be contained in or attached as an annex to the Proxy Statement that the Company will file in connection with the transactions contemplated by the Merger Agreement, as well as in
the other filings that the Company will make with the SEC.