Acquisition, Integration and Restructuring Costs

6 Months Ended

May 31, 2024

Restructuring and Related Activities [Abstract]

ACQUISITION, INTEGRATION AND RESTRUCTURING COSTS

ACQUISITION, INTEGRATION AND RESTRUCTURING COSTS:

Acquisition, integration and restructuring costs are primarily comprised of costs related to the Merger (as defined below), along with costs related to the Global Business Optimization 2 Program initiated by Tech Data Corporation prior to the Merger (the “GBO 2 Program”) of $3.9 million during the three and six months ended May 31, 2024 and $2.6 million and $6.1 million during the three and six months ended May 31, 2023, respectively, and $1.2 million of costs during the three and six months ended May 31, 2024 related to other acquisitions. The Company does not expect to incur additional costs under the GBO 2 Program in future periods.

The Merger

On March 22, 2021, the Company entered into an agreement and plan of merger (the “Merger Agreement”) which provided that legacy SYNNEX Corporation would acquire legacy Tech Data Corporation, a Florida corporation ("Tech Data") through a series of mergers, which would result in Tech Data becoming an indirect subsidiary of TD SYNNEX Corporation (collectively, the "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 consideration 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.

The Company incurred acquisition, integration and restructuring costs related to the completion of the Merger, including professional services costs, personnel and other costs, long-lived assets charges and termination fees, and stock-based compensation expense. Professional services costs are primarily comprised of IT and other consulting services, as well as legal expenses. Personnel and other costs are primarily comprised of costs related to retention and other bonuses, severance and duplicative labor costs. Long-lived assets charges and termination fees include accelerated depreciation and amortization expense of $5.1 million and $5.5 million recorded during the three and six months ended May 31, 2024, respectively, and $5.3 million and $11.5 million recorded during the three and six months ended May 31, 2023, respectively, due to changes in asset useful lives in conjunction with the consolidation of certain IT systems, along with $10.4 million and $17.0 million recorded during the three and six months ended May 31, 2024, respectively, and $2.3 million and $12.5 million recorded during the three and six months ended May 31, 2023, respectively, for termination fees related to certain IT systems. Stock-based compensation expense primarily relates to costs associated with the conversion of certain Tech Data performance-based equity awards issued prior to the Merger into restricted shares of TD SYNNEX (refer to Note 4 - Share-Based Compensation for further information) and expenses for certain restricted stock awards issued in conjunction with the Merger.

In July 2023, the Company offered a voluntary severance program ("VSP") to certain co-workers in the U.S. as part of the Company's cost optimization efforts related to the Merger. The Company incurred $2.9 million and $10.1 million of costs in connection with the VSP during the three and six months ended May 31, 2024, respectively, including $2.0 million and $8.0 million of severance costs and $0.9 million and $2.1 million of duplicative labor costs, respectively.

During the three and six months ended May 31, 2024 and May 31, 2023, acquisition and integration expenses related to the Merger were composed of the following:


	Three Months Ended				Six Months Ended
	May 31, 2024		May 31, 2023		May 31, 2024		May 31, 2023

	(currency in thousands)
Professional services costs	$	7,058	$	4,311	$	16,456	$	11,121
Personnel and other costs	7,316		11,275		15,279		24,282
Long-lived assets charges and termination fees	15,496		7,613		22,533		23,989
Stock-based compensation	—		11,039		—		22,560
Voluntary severance program costs	2,893		—		10,113		—
Total	$	32,763	$	34,238	$	64,381	$	81,952