XML 45 R21.htm IDEA: XBRL DOCUMENT v3.24.4
Borrowings
 12 Months Ended
Nov. 30, 2024
Debt Disclosure [Abstract]  
BORROWINGS BORROWINGS:
Borrowings consist of the following:
As of November 30,
20242023
(currency in thousands)
TD SYNNEX 1.250% Senior Notes due August 9, 2024 (1) (2)
$— $700,000 
Current portion of term loans— 75,000 
Other short-term borrowings171,092 208,694 
Short-term borrowings before debt discount and issuance costs$171,092 $983,694 
Less: current portion of unamortized debt discount and issuance costs
— (109)
Borrowings, current$171,092 $983,585 
TD SYNNEX 1.750% Senior Notes due August 9, 2026 (1) (2)
$700,000 $700,000 
TD SYNNEX 2.375% Senior Notes due August 9, 2028 (1) (2)
600,000 600,000 
TD SYNNEX 2.650% Senior Notes due August 9, 2031 (1) (2)
500,000 500,000 
TD SYNNEX 6.100% Senior Notes due April 12, 2034 (2)
600,000 — 
Total TD SYNNEX Senior Notes
$2,400,000 $1,800,000 
TD SYNNEX Term Loan581,250 1,275,000 
2024 Term Loan
750,000 — 
Total term loans
$1,331,250 $1,275,000 
Other credit agreements and long-term debt24,956 41,985 
Long-term borrowings, before unamortized debt discount and issuance costs$3,756,206 $3,116,985 
Less: unamortized debt discount and issuance costs(19,807)(17,792)
Long-term borrowings$3,736,399 $3,099,193 
(1) The interest rate payable on each of these series of Senior Notes is subject to adjustment from time to time if the credit rating assigned to such series of Senior Notes is downgraded (or downgraded and subsequently upgraded).
(2) The Company pays interest semi-annually on the Senior Notes on each of February 9 and August 9, except for the 2034 Senior Notes in which the Company pays interest semi-annually on each of April 12 and October 12, which commenced on October 12, 2024.
TD SYNNEX U.S. Accounts Receivable Securitization Arrangement
In the U.S., the Company has an accounts receivable securitization program to provide additional capital for its operations (the “U.S. AR Arrangement”). Under the terms of the U.S. AR Arrangement, as amended, the Company and its subsidiaries that are party to the U.S. AR Arrangement can borrow based on the key terms in the table below (currency in thousands):
Maximum Borrowing Capacity (1)
Maturity Date
Effective Borrowing Cost(2)
Program Fee Payable(3)
Facility Fee Payable(4)
$1,500,000November 30, 2026
Blended rate
0.85%
0.30% - 0.40%
(1) Based on eligible trade accounts receivable.
(2) Based upon the composition of the lenders, that includes prevailing dealer commercial paper rates and a rate based upon SOFR.
(3) Payable on the used portion of the lenders’ commitment; accrues per annum.
(4) Payable on the adjusted commitment of the lenders, accrues at different tiers per annum depending on the amount of outstanding advances from time to time.
Under the terms of the U.S. AR Arrangement, the Company and certain of its U.S. subsidiaries sell, on a revolving basis, their receivables to a wholly-owned, bankruptcy-remote subsidiary. Such receivables, which are recorded in the Consolidated Balance Sheet, totaled approximately $3.4 billion as of both November 30, 2024 and 2023. The borrowings are funded by pledging all of the rights, title and interest in the receivables acquired by the Company's bankruptcy-remote subsidiary as security. Any amounts borrowed under the U.S. AR Arrangement are recorded as debt on the Company's Consolidated Balance Sheets. There were no amounts outstanding under the U.S. AR Arrangement at November 30, 2024 or 2023.
TD SYNNEX Credit Agreement
The Company is party to an amended and restated credit agreement, dated as of April 16, 2024 (as amended, the “TD SYNNEX Credit Agreement”) with the lenders party thereto and Citibank, N.A., as agent, pursuant to which the Company received commitments for the extension of a senior unsecured revolving credit facility (the “TD SYNNEX Revolving Credit Facility”) not to exceed an aggregate principal amount of $3.5 billion, which may, at the request of the Company but subject to the lenders’ discretion, potentially be increased by up to an aggregate amount of $500.0 million. The borrowers under the TD SYNNEX Credit Agreement are TD SYNNEX Corporation and certain subsidiaries of the Company. There were no amounts outstanding under the TD SYNNEX Revolving Credit Facility at November 30, 2024 or 2023. Borrowings under the TD SYNNEX Revolving Credit Facility bear interest at a per annum rate equal to the applicable SOFR rate, plus a credit spread adjustment, plus the applicable margin, as well as a commitment fee as referenced in the table below:
Maturity DateCredit Spread Adjustment
Margin(2)
Commitment Fee(3)
April 16, 2029(1)
0.10%
1.000%-1.750%
0.100%-0.300%
(1) As amended, the TD SYNNEX Revolving Credit Facility will mature on April 16, 2029, subject, in the lender's discretion to two one-year extensions upon the Company's prior notice to lenders.
(2) The margin is based on the Company’s Public Debt Rating (as defined in the TD SYNNEX Credit Agreement). The applicable margin on base rate loans is 1.00% less than the corresponding margin on SOFR rate based loans.
(3) The commitment fee range is applied to any unused commitment under the TD SYNNEX Revolving Credit Facility based on the Company’s Public Debt Rating.
The TD SYNNEX Credit Agreement also includes a senior unsecured term loan (the “TD SYNNEX Term Loan”) in an original aggregate principal amount of $1.5 billion, that was fully funded in connection with the closing of the Merger. There was $581.3 million and $1.4 billion outstanding on the TD SYNNEX Term Loan as of November 30, 2024 and 2023, respectively. Loans borrowed under the TD SYNNEX Credit Agreement bear interest at a per annum rate equal to the applicable SOFR rate, plus a credit spread adjustment, plus the applicable margin, as well as a commitment fee as referenced in the table below:
Maturity DateCredit Spread Adjustment
Margin(2)
Effective Interest Rate as of November 30, 2024
Effective Interest Rate as of November 30, 2023
September 1, 2026(1)
0.10%
1.125%-1.750%
6.05%6.82%
(1) The maturity of the TD SYNNEX Term Loan is on the fifth anniversary of the September 1, 2021 closing date, to occur on September 1, 2026.
(2) The margin is based on the Company’s Public Debt Rating. The applicable margin on base rate loans is 1.00% less than the corresponding margin on SOFR rate based loans.
TD SYNNEX Term Loan Credit Agreement
On April 19, 2024, the Company entered into a Term Loan Credit Agreement ("the "2024 Term Loan Credit Agreement") with the initial lenders party thereto, Bank of America N.A., as administrative agent for the lenders, and BOFA Securities, Inc. as lead arranger and lead bookrunner. The 2024 Term Loan Credit Agreement provides for a senior unsecured term loan in the aggregate principal amount of $750.0 million (the "2024 Term Loan"). The proceeds from the 2024 Term Loan were used to repay a portion of the TD SYNNEX Term Loan. The borrower under the 2024 Term Loan is the Company.
Loans borrowed under the 2024 Term Loan Credit Agreement bear interest at a per annum rate equal to the applicable SOFR rate, plus credit spread adjustment, plus the applicable margin within a range based on the Company’s Public Debt Rating (as defined in the 2024 Term Loan Credit Agreement). Key terms for the 2024 Term Loan Credit Agreement are as follows:
Maturity DateCredit Spread Adjustment
Margin
Effective Interest Rate as of November 30, 2024
September 1, 20270.10%
1.000% - 1.625%
6.04%
TD SYNNEX Senior Notes
On August 9, 2021, the Company completed its offering of $2.5 billion aggregate principal amount of senior unsecured notes due in 2024, 2026, 2028 and 2031 (collectively, the “Senior Notes,” and such offering, the “Senior Notes Offering”). In July 2022, the Company completed an offer to exchange (the "Exchange Offer") its outstanding unregistered Senior Notes for new registered notes (the "Exchange Notes"). The aggregate principal amount of Exchange Notes that were issued was equal to the aggregate principal amount of Senior Notes that were surrendered pursuant to the Exchange Offer. The terms of the Exchange Notes are substantially identical to the terms of the respective series of the Senior Notes, except that the Exchange Notes are registered under the Securities Act, and certain transfer restrictions, registration rights, and additional interest provisions relating to the Senior Notes do not apply to the Exchange Notes.
On April 12, 2024, the Company issued and sold $600.0 million senior notes due in 2034 (the "2034 Senior Notes" and such offering, the "2034 Senior Notes Offering"). The Company used the net proceeds from the 2034 Senior Notes Offering, together with other available funds, to repay the $700.0 million aggregate principal amount of the 1.250% Senior Notes that were due August 9, 2024 and for general corporate purposes. The Company incurred $6.1 million towards issuance costs on the 2034 Senior Notes. References to the collective Senior Notes hereafter also include the 2034 Senior Notes.
The Company may redeem the outstanding Senior Notes, in whole or in part, at any time and from time to time, prior to respective Par Call Dates at a redemption price equal to the greater of (x) 100% of the aggregate principal amount of the applicable Senior Notes to be redeemed and (y) the sum of the present values of the remaining scheduled payments of the principal and interest on the Senior Notes, in each case discounted to the date of redemption (assuming the applicable Senior Notes matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of the applicable treasury rate (as defined in the supplemental indenture establishing the terms of the applicable Senior Notes) plus the applicable spread, as shown in the table below, plus in each case, accrued and unpaid interest thereon to, but excluding, the redemption date. The Company may also redeem the Senior Notes of any series at its option, in whole or in part, at any time and from time to time on or after the applicable Par Call Date, at a redemption price equal to 100% of the principal amount of the Senior Notes to be redeemed.
Par Call Dates and the spread to the applicable treasury rate for the respective outstanding Senior Notes are as follows:
Senior Notes
Par Call Date
Spread (in basis points)
Senior Notes due 2026
July 9, 2026
20
Senior Notes due 2028
June 9, 2028
25
Senior Notes due 2031
May 9, 2031
25
Senior Notes due 2034
January 12, 2034
30
Other Short-Term Borrowings
The Company has various other committed and uncommitted lines of credit with financial institutions, short-term loans, term loans, credit facilities, and book overdraft facilities, totaling approximately $570.5 million in borrowing capacity as of November 30, 2024. Most of these facilities are provided on a short-term basis and are reviewed periodically for renewal. Interest rates and other terms of borrowing under these lines of credit vary by country, depending on local market conditions. There was $171.1 million outstanding on these facilities at November 30, 2024, at a weighted average interest rate of 7.91%, and there was $208.7 million outstanding at November 30, 2023, at a weighted average interest rate of 7.52%. Borrowings under these lines of credit facilities are guaranteed by the Company or secured by eligible accounts receivable.
At November 30, 2024, the Company was also contingently liable for reimbursement obligations with respect to issued standby letters of credit in the aggregate outstanding amount of $47.8 million. These letters of credit typically act as a guarantee of payment to certain third parties in accordance with specified terms and conditions.
The maximum commitment amounts for local currency credit facilities have been translated into U.S. dollars at November 30, 2024 exchange rates.
Future Principal Payments
As of November 30, 2024, future principal payments under the above loans are as follows:
Fiscal Years Ending November 30,
(currency in thousands)
2025$171,092 
20261,294,806 
2027761,400 
2028600,000 
2029— 
Thereafter1,100,000 
Total$3,927,298 
Covenant Compliance
The Company's credit facilities have a number of covenants and restrictions that require the Company to maintain specified financial ratios, including a maximum debt to EBITDA ratio and a minimum interest coverage ratio, in each case tested on the last day of each fiscal quarter. The covenants also limit the Company’s ability to incur additional debt, create liens, enter into agreements with affiliates, modify the nature of the Company’s business, and merge or consolidate. As of November 30, 2024, the Company was in compliance with all material covenants for the above arrangements.