Current Report Filing (8-k)
August 07 2018 - 5:26PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 7, 2018
SYNNEX CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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001-31892
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94-2703333
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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44201 Nobel Drive, Fremont, California
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94538
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(Address of principal executive offices)
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(Zip Code)
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(510)
656-3333
(Registrants telephone number, including area code)
N/A
(Former name or
former address, if changed since last report.)
Check the
appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (
see
General Instruction A.2. below):
☑
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act
(17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to
Rule 14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240-13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 1.01
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Entry into a Material Definitive Agreement.
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Amendment of a Material Definitive Agreement
On
August 7, 2018, SYNNEX Corporation (SYNNEX) entered into an amendment to its Credit Agreement, initially dated as of November 27, 2013 (as amended from time to time, the Credit Agreement), with the lenders party
thereto, Bank of America, N.A., as administrative agent, and certain United States subsidiaries of SYNNEX, as guarantors (the Credit Agreement Amendment). Among other things, the Credit Agreement Amendment amends the Credit Agreement by:
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permitting SYNNEX to incur up to $1,800 million of additional secured indebtedness in connection with the
acquisition of Convergys Corporation (Convergys);
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permitting SYNNEX to assume indebtedness of Convergys in respect of its outstanding convertible debentures;
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increasing the amount of incremental commitments for revolving loans or term loans SYNNEX is capable of
requesting, such that the aggregate amount of all such increases will not exceed $500 million,
plus
an amount such that SYNNEX Consolidated First Lien Leverage Ratio (as defined in the Credit Agreement) on a pro forma basis, is not
greater than 2.75 to 1.00; and
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increasing the maximum Consolidated Leverage Ratio (as defined in the Credit Agreement) that SYNNEX is required
to maintain from 4.00 to 1.00 to 4.25:1.00, but only from and after the first fiscal quarter ending after the closing of the Convergys acquisition through and including the fifth full fiscal quarter ending after the closing of the Convergys
acquisition; such that from and after the sixth full fiscal quarter ending after the closing of the Convergys acquisition the maximum Consolidated Leverage Ratio that SYNNEX is required to maintain would return to 4.00 to 1.00.
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With the exception of the first bullet set forth above, the modifications to the Credit Agreement set forth in the Credit Agreement
Amendment will not become effective unless and until the closing of the Convergys acquisition occurs. In addition, if the closing of the Convergys acquisition does not occur on or prior to December 28, 2018 (which may be extended to
March 28, 2019 in certain circumstances), the Credit Agreement Amendment will terminate and be of no further force and effect.
The foregoing
description of the Credit Agreement Amendment is qualified in its entirety by reference to the full text of the Credit Agreement Amendment which is attached hereto and filed as Exhibit 10.1 to this Current Report on Form
8-K
and is incorporated herein by reference.
Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
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The information provided in Item 1.01 of this
report is incorporated herein by reference.
As a result of the entry into the Credit Agreement Amendment as described in Item 1.01 above, the $1,770 million commitment with respect to Tranche
B of the Bridge Facility under SYNNEX Commitment Letter, dated as of June 28, 2018, by and among SYNNEX, JPMorgan Chase Bank, N.A., Bank of America, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (filed as
exhibit 10.1 to the Form
8-K
filed by SYNNEX on July 2, 2018), was reduced to zero.
Item 9.01
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Financial Statements and Exhibits.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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Date: August 7, 2018
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SYNNEX CORPORATION
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By:
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/s/ Simon Y. Leung
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Simon Y. Leung
Senior Vice President, General
Counsel and Corporate Secretary
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