SEC Form SC 13D/A filed by TD SYNNEX Corporation (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13d
(Amendment No. 6)*
| Under the Securities Exchange Act of 1934 |
TD SYNNEX CORPORATION |
| (Name of Issuer) |
|
Common stock, par value $0.001 per share |
| (Title of Class of Securities) |
|
87162W100 |
|
(CUSIP Number) |
|
Erin E. Martin, Esq. Washington, DC 20004 (202) 739-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 12, 2024 |
| (Date of Event Which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 87162W100 |
| 1 |
NAME OF REPORTING PERSONS
AP IX Tiger Holdings, L.P. | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS
OO | ||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
| |
| 8 |
SHARED VOTING POWER
16,734,645 | ||
| 9 |
SOLE DISPOSITIVE POWER
| ||
| 10 |
SHARED DISPOSITIVE POWER
16,734,645 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,734,645 | ||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.6% | ||
| 14 |
TYPE OF REPORTING PERSON
PN | ||
2
| CUSIP No. 87162W100 |
| 1 |
NAME OF REPORTING PERSONS
AP IX Tiger Co-Invest II, L.P. | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS
OO | ||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
| |
| 8 |
SHARED VOTING POWER
3,602,146 | ||
| 9 |
SOLE DISPOSITIVE POWER
| ||
| 10 |
SHARED DISPOSITIVE POWER
3,602,146 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,602,146 | ||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0% | ||
| 14 |
TYPE OF REPORTING PERSON
PN | ||
3
| CUSIP No. 87162W100 |
| 1 |
NAME OF REPORTING PERSONS
AP IX Tiger Co-Invest (ML), L.P. | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS
OO | ||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
| |
| 8 |
SHARED VOTING POWER
6,189,555 | ||
| 9 |
SOLE DISPOSITIVE POWER
| ||
| 10 |
SHARED DISPOSITIVE POWER
6,189,555 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,189,555 | ||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9% | ||
| 14 |
TYPE OF REPORTING PERSON
PN | ||
4
| CUSIP No. 87162W100 |
| 1 |
NAME OF REPORTING PERSONS
AP IX Tiger Co-Invest (ML) GP, LLC | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS
OO | ||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
| |
| 8 |
SHARED VOTING POWER
6,189,555 | ||
| 9 |
SOLE DISPOSITIVE POWER
| ||
| 10 |
SHARED DISPOSITIVE POWER
6,189,555 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,189,555 | ||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9% | ||
| 14 |
TYPE OF REPORTING PERSON
OO | ||
5
| CUSIP No. 87162W100 |
| 1 |
NAME OF REPORTING PERSONS
AP IX Tiger Holdings GP, LLC | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS
OO | ||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
| |
| 8 |
SHARED VOTING POWER
26,153,049 | ||
| 9 |
SOLE DISPOSITIVE POWER
| ||
| 10 |
SHARED DISPOSITIVE POWER
26,153,049 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,153,049 | ||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.1% | ||
| 14 |
TYPE OF REPORTING PERSON
OO | ||
6
| CUSIP No. 87162W100 |
| 1 |
NAME OF REPORTING PERSONS
Apollo Management IX, L.P. | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS
OO | ||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
| |
| 8 |
SHARED VOTING POWER
26,153,049 | ||
| 9 |
SOLE DISPOSITIVE POWER
| ||
| 10 |
SHARED DISPOSITIVE POWER
26,153,049 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,153,049 | ||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.1% | ||
| 14 |
TYPE OF REPORTING PERSON
PN | ||
7
| CUSIP No. 87162W100 |
| 1 |
NAME OF REPORTING PERSONS
AIF IX Management, LLC | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS
OO | ||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
| |
| 8 |
SHARED VOTING POWER
26,153,049 | ||
| 9 |
SOLE DISPOSITIVE POWER
| ||
| 10 |
SHARED DISPOSITIVE POWER
26,153,049 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,153,049 | ||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.1% | ||
| 14 |
TYPE OF REPORTING PERSON
OO | ||
8
| CUSIP No. 87162W100 |
| 1 |
NAME OF REPORTING PERSONS
Apollo Management, L.P. | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS
OO | ||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
| |
| 8 |
SHARED VOTING POWER
26,153,049 | ||
| 9 |
SOLE DISPOSITIVE POWER
| ||
| 10 |
SHARED DISPOSITIVE POWER
26,153,049 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,153,049 | ||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.1% | ||
| 14 |
TYPE OF REPORTING PERSON
PN | ||
9
| CUSIP No. 87162W100 |
| 1 |
NAME OF REPORTING PERSONS
Apollo Management GP, LLC | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS
OO | ||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
| |
| 8 |
SHARED VOTING POWER
26,153,049 | ||
| 9 |
SOLE DISPOSITIVE POWER
| ||
| 10 |
SHARED DISPOSITIVE POWER
26,153,049 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,153,049 | ||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.1% | ||
| 14 |
TYPE OF REPORTING PERSON
OO | ||
10
| CUSIP No. 87162W100 |
| 1 |
NAME OF REPORTING PERSONS
Apollo Management Holdings, L.P. | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS
OO | ||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
| |
| 8 |
SHARED VOTING POWER
26,153,049 | ||
| 9 |
SOLE DISPOSITIVE POWER
| ||
| 10 |
SHARED DISPOSITIVE POWER
26,153,049 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,153,049 | ||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.1% | ||
| 14 |
TYPE OF REPORTING PERSON
PN | ||
11
| CUSIP No. 87162W100 |
| 1 |
NAME OF REPORTING PERSONS
Apollo Management Holdings GP, LLC | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS
OO | ||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
| |
| 8 |
SHARED VOTING POWER
26,153,049 | ||
| 9 |
SOLE DISPOSITIVE POWER
| ||
| 10 |
SHARED DISPOSITIVE POWER
26,153,049 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,153,049 | ||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.1% | ||
| 14 |
TYPE OF REPORTING PERSON
OO | ||
12
Schedule 13D/A
Amendment No. 6
The information in this Amendment No. 6 to Schedule 13D (this “Sixth Amendment” or this “13D/A”) amends and supplements the Schedule 13D (the “Original Schedule 13D”) filed with the U.S. Securities and Exchange Commission (the “SEC”) by Tiger Parent Holdings, L.P. (“Tiger Holdings”) and the other Reporting Persons therein described on September 10, 2021, relating to the common stock, par value $0.001 per share (the “Common Stock”), of TD SYNNEX Corporation (the “Issuer”), as amended by Amendment No. 1 thereto filed on October 13, 2021, Amendment No. 2 thereto filed on March 4, 2022, Amendment No. 3 thereto filed on February 1, 2023, Amendment No. 4 thereto filed on July 13, 2023, and Amendment No. 5 thereto filed on October 18, 2023 (as amended, the “Schedule 13D”).
Except as set forth herein, the Schedule 13D remains unmodified.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a) & (b) Information in Rows 7 to 13 of the respective cover pages of the individual Reporting Persons are incorporated into this Item 5 by reference. The aggregate beneficial ownership of the Common Stock by the Reporting Persons is as follows:
| Sole Voting Power | 0 |
| Shared Voting Power | 26,153,049 |
| Sole Dispositive Power | 0 |
| Shared Dispositive Power | 26,153,049 |
The Reporting Persons’ aggregate percentage beneficial ownership of the total amount of Common Stock outstanding is 29.1%, based on a total of 89,987,234 shares of Common Stock as of October 13, 2023, as disclosed in the Issuer’s prospectus supplement filed with the SEC on October 12, 2023 and the Issuer’s current report on Form 8-K filed with the SEC on October 13, 2023.
Each of the entities listed above, other than AP IX Tiger, Tiger Co-Invest II and Tiger Co-Invest ML (collectively, the “Record Holders”), disclaims beneficial ownership of any shares of the Common Stock owned of record by the Record Holders, except to the extent of any pecuniary interest therein, and the filing of this Schedule 13D shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(c) The Reporting Persons effected the following transaction of the Common Stock during the 60 days preceding the date of this Schedule 13D: on January 12, 2024, the Reporting Persons set forth below sold an aggregate of 2,250,000 shares of Common Stock for $101.50 per share in open market transactions:
| AP IX Tiger | 1,407,600 shares | |
| Tiger Co-Invest II | 309,900 shares | |
| Tiger Co-Invest ML | 532,500 shares | |
(d) & (e) Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: January 17, 2024
| AP IX TIGER CO-INVEST II, L.P. | ||||
| By: | AP IX Tiger Holdings GP, LLC, | |||
| its general partner | ||||
| By: | /s/ James Elworth | |||
| James Elworth | ||||
| Vice President | ||||
| AP IX TIGER CO-INVEST (ML), L.P. | ||||
| By: | AP IX Tiger Co-Invest (ML) GP, LLC, | |||
| its general partner | ||||
| By: | AP IX Tiger Holdings GP, LLC, | |||
| its sole member | ||||
| By: | /s/ James Elworth | |||
| James Elworth | ||||
| Vice President | ||||
| AP IX TIGER CO-INVEST (ML) GP, LLC | ||||
| By: | AP IX Tiger Holdings GP, LLC, | |||
| its sole member | ||||
| By: | /s/ James Elworth | |||
| James Elworth | ||||
| Vice President | ||||
| AP IX TIGER HOLDINGS, L.P. | ||||
| By: | AP IX Tiger Holdings GP, LLC, | |||
| its general partner | ||||
| By: | /s/ James Elworth | |||
| James Elworth | ||||
| Vice President | ||||
| AP IX TIGER HOLDINGS GP, LLC | ||||
| By: | /s/ James Elworth | |||
| James Elworth | ||||
| Vice President | ||||
| APOLLO MANAGEMENT IX, L.P. | |||
| By: | AIF IX Management, LLC, | ||
| its general partner | |||
| By:/s/ James Elworth | |||
| James Elworth | |||
| Vice President | |||
| AIF IX MANAGEMENT, LLC | |||
| By: | /s/ James Elworth | ||
| James Elworth | |||
| Vice President | |||
| APOLLO MANAGEMENT, L.P. | |||
| By: | Apollo Management GP, LLC, | ||
| its general partner | |||
| By: | /s/ James Elworth | ||
| James Elworth | |||
| Vice President | |||
| APOLLO MANAGEMENT GP, LLC | |||
| By: | /s/ James Elworth | ||
| James Elworth | |||
| Vice President | |||
| APOLLO MANAGEMENT HOLDINGS, L.P. | |||
| By: | Apollo Management Holdings GP, LLC, | ||
| its general partner | |||
| By: | /s/ James Elworth | ||
| James Elworth | |||
| Vice President | |||
| APOLLO MANAGEMENT HOLDINGS GP, LLC | |||
| By: | /s/ James Elworth | ||
| James Elworth | |||
| Vice President | |||