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Acquisitions | 6 Months Ended
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May 31, 2022
Business Combination and Asset Acquisition [Abstract] |
ACQUISITIONS | ACQUISITIONS: Tech Data Merger On September 1, 2021, pursuant to the terms of the Merger Agreement, the Company acquired all the outstanding shares of common stock of Tiger Parent (AP) Corporation, the parent corporation of Tech Data, for an aggregate purchase price of $7.22 billion, comprised of $1.61 billion in cash ($1.11 billion in cash after giving effect to a $500 million equity contribution by Tiger Parent Holdings, L.P., Tiger Parent (AP) Corporation’s sole stockholder and an affiliate of Apollo Global Management, Inc., to Tiger Parent (AP) Corporation prior to the effective time of the Merger) and 44 million shares of common stock of SYNNEX, valued at approximately $5.61 billion based on the closing price of the Company’s common stock on September 1, 2021. The Merger created a leading global distributor and solutions aggregator for the IT ecosystem. The Company used the net proceeds from the issuance of new Senior Notes, borrowings under its new credit agreement and cash on hand to fund the above payments. Additionally, the Company repaid the majority of Tech Data's outstanding debt after the Merger, including approximately $2.4 billion outstanding under Tech Data’s existing Asset-Based Credit Agreement and approximately $0.2 billion of outstanding Tech Data Senior Notes. The Company has accounted for the Merger as a business combination and allocated the purchase price to the estimated fair values of Tiger Parent (AP) Corporation’s assets acquired and liabilities assumed. The Company has not yet completed its evaluation and determination of certain assets acquired and liabilities assumed, primarily (i) the final assessment and valuation of certain assets acquired and liabilities assumed, including accounts receivable, receivables from vendors, inventory, accrued expenses and other liabilities and (ii) the final assessment and valuation of certain income tax amounts. Therefore, the final fair values of the assets and liabilities may vary from the Company's preliminary estimates. During the six months ended May 31, 2022, the Company updated its estimated fair values of certain assets acquired and liabilities assumed, including an increase in deferred tax liabilities of $26 million, an increase in goodwill of $16 million and an increase in inventory of $11 million. The preliminary allocation of the purchase price is as follows:
Cash and cash equivalents |  | $ | 702,907 |
Accounts receivable, net |  | 5,157,797 |
Receivables from vendors, net |  | 727,175 |
Inventories |  | 3,003,839 |
Other current assets |  | 395,609 |
Property and equipment |  | 347,532 |
Goodwill |  | 3,560,973 |
Intangible assets |  | 4,933,900 |
Other assets |  | 475,424 |
Total assets |  | 19,305,156 |
Borrowings, current |  | 493,076 |
Accounts payable |  | 6,613,145 |
Other accrued liabilities |  | 1,252,507 |
Long-term borrowings |  | 2,218,672 |
Other long-term liabilities |  | 416,587 |
Deferred tax liabilities |  | 1,086,769 |
Total liabilities |  | 12,080,756 |
Purchase consideration |  | $ | 7,224,400 |
The allocation of the value of identifiable intangible assets is as follows:
|  | Fair value |  | Weighted average useful life
Customer relationships |  | $ | 3,860,200 |  |  | 14 years
Trade name |  | 1,073,700 |  |  | Indefinite lived
Total intangibles acquired |  | $ | 4,933,900 |  |  |
Goodwill is the excess of the consideration transferred over the net assets recognized and primarily represents future economic benefits arising from assets acquired that are not individually identified and separately recognized, including synergies inherent in the acquired business, of which approximately $500 million is expected to be deductible for tax purposes. Included within the Company’s Consolidated Statement of Operations are revenues for the six months ended May 31, 2022, of approximately $19.0 billion from Tech Data. As the Company began integrating certain sales and other functions after the closing of the acquisition, these amounts represent an estimate of the Tech Data revenues for the six months ended May 31, 2022. It is not necessarily indicative of how the Tech Data operations would have performed on a stand-alone basis. As a result of certain integration activities subsequent to the date of acquisition, it is impracticable to disclose net income from Tech Data for the period subsequent to the acquisition date. The following table presents unaudited supplemental pro forma information as if the Merger had occurred at the beginning of fiscal 2020, after giving effect to certain adjustments related to the transaction. The pro forma results exclude any benefits that may result from potential cost savings and certain non-recurring costs. As a result, the pro forma information below does not purport to present what actual results would have been had the Merger been consummated on the date indicated and it is not necessarily indicative of the results of operations that may result in the future.
|  | Three Months Ended |  | Six Months Ended
|  | May 31, 2021 |  | May 31, 2021
Revenue |  | $ | 15,427,456 |  |  | $ | 30,673,100 |
Net income |  | $ | 108,380 |  |  | $ | 244,704 |
Adjustments reflected in the pro forma results include the following: •Amortization of acquired intangible assets •Interest costs associated with the Merger •Tax effects of adjustments based on an estimated statutory tax rate

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI https://asc.fasb.org/topic&trid=2303972 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4946-128472 + Details
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