Acquisitions

12 Months Ended

Nov. 30, 2022

Business Combination and Asset Acquisition [Abstract]

NOTE 3—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 $7.2 billion, comprised of $1.6 billion in cash ($1.1 billion in cash after giving effect to a $500.0 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 $5.6 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 $228.1 million of outstanding Tech Data Senior Notes.

The Company has accounted for the Merger as a business combination and allocated the purchase price to the fair values of Tiger Parent (AP) Corporation’s assets acquired and liabilities assumed. As of August 31, 2022, the Company completed its evaluation of assets acquired and liabilities assumed and finalized all related estimates. During the year ended November 30, 2022, the Company updated the fair values of certain assets acquired and liabilities assumed, including an increase in goodwill of $43.7 million, an increase in deferred tax liabilities of $38.3 million, a decrease in net vendor receivables of $21.0 million and an increase in inventory of $9.4 million. As the measurement period has concluded, the impact of any future adjustments to the assets acquired and liabilities assumed will be recorded in the Consolidated Statement of Operations in the period such change occurs.

The allocation of the purchase price is as follows:



Cash and cash equivalents	$	702,907
Accounts receivable, net	5,156,809
Receivables from vendors, net	709,629
Inventories	3,002,641
Other current assets	397,807
Property and equipment	347,532
Goodwill	3,588,317
Intangible assets	4,933,900
Other assets	473,194
Total assets	19,312,736

Borrowings, current	493,076
Accounts payable	6,613,664
Other accrued liabilities	1,251,049
Long-term borrowings	2,218,672
Other long-term liabilities	412,526
Deferred tax liabilities	1,099,349
Total liabilities	12,088,336

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 $500.0 million is expected to be deductible for tax purposes.

Included within the Company’s Consolidated Statement of Operations are estimated revenues for the years ended November 30, 2022 and 2021 of approximately $38 billion and $10 billion, respectively, 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 fiscal years ended November 30, 2022 and 2021. 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.


	(Unaudited)
	Fiscal Years Ended November 30,
	2021		2020
Revenue	$	60,623,568	$	55,974,478
Income from continuing operations attributable to TD SYNNEX Corporation	519,688		349,356

Adjustments reflected in the pro forma results include the following:

•Amortization of acquired intangible assets

•Interest costs associated with the Merger

•Removal of certain non-recurring transaction costs of $22.3 million and non-recurring financing costs of $47.0 million

•Tax effects of adjustments based on an estimated statutory tax rate