Acquisition, Integration and Restructuring Expenses Costs

12 Months Ended

Nov. 30, 2024

Restructuring and Related Activities [Abstract]

AQUISITION, INTEGRATION AND RESTRUCTURING COSTS

ACQUISITION, INTEGRATION AND RESTRUCTURING COSTS:

Acquisition, integration and restructuring costs are primarily comprised of costs related to the Merger and costs related to the Global Business Optimization 2 Program initiated by Tech Data prior to the Merger (the “GBO 2 Program”) of $3.9 million, $9.4 million and $31.5 million during the fiscal years ended November 30, 2024, 2023 and 2022, respectively. Acquisition, integration and restructuring costs related to other acquisitions were $3.0 million for fiscal year 2024. 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 combined company is referred to as TD SYNNEX.

The Company substantially completed the acquisition, integration and restructuring activities related to the Merger during the first half of fiscal year 2024, and there are no material related expenses expected in future periods. The Company previously 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 asset charges and termination fees include accelerated depreciation and amortization expense of $5.5 million, $17.4 million and $64.4 million during fiscal years 2024, 2023 and 2022, respectively due to changes in asset useful lives in conjunction with the consolidation of certain IT systems. Long-lived asset charges and termination fees also include $17.0 million and $24.4 million recorded during fiscal years 2024 and 2023, respectively for termination fees related to certain IT systems, along with $4.7 million for impairment charges recorded during fiscal year 2022. 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 United States as part of the Company's cost optimization efforts related to the Merger. The Company incurred $10.1 million of costs in connection with the VSP during fiscal year 2024, including $8.0 million of severance costs and $2.1 million of duplicative labor costs. The Company incurred $52.1 million of costs in connection with the VSP during fiscal year 2023, including $42.3 million of severance costs and $9.8 million of duplicative labor costs.

Acquisition and integration expenses related to the Merger were composed of the following during the periods presented:


	Fiscal Years Ended November 30,
	2024		2023		2022
	(currency in thousands)
Professional services costs	$	16,456	$	20,775	$	29,352
Personnel and other costs	15,279		46,464		40,220
Long-lived assets charges and termination fees	22,533		41,812		69,053
Stock-based compensation	—		35,709		52,171
Voluntary severance program costs	10,113		52,091		—
Total	$	64,381	$	196,851	$	190,796