Funds managed by Apollo Global Management, Inc. (NYSE:APO) entered into a definitive agreement to acquire Tech Data Corporation (NasdaqGS:TECD) for $4.7 billion on November 12, 2019. Under the terms of the agreement, Apollo Global Management will acquire all of the outstanding shares of Tech Data common stock for $130 per share in cash. The restricted stock units and performance based restricted stock units will also be entitled to receive the cash consideration of $130 per share granted under the scheme. Pursuant to the go-shop provision, as of November 23, 2019, Tech Data received a competing offer from another bidder. As of November 27, 2019, the consideration to be received by holders of Tech Data common stock has been increased to $145 per share in cash. As of March 10, 2020, Apollo commenced tender offers to purchase for cash any and all of Tech Data Corporation's outstanding 3.7% senior notes due 2022 and 4.95% senior notes due 2027. If tendered at or prior to March 24, 2020, the consideration for 3.7% senior notes will be $1,012.5 which includes $982.5 per $1,000 principal amount of notes plus an early participation premium of $30 and that for 4.95% Senior Notes will be $ 1,015 which includes $985 per $1,000 principal amount of notes plus an early participation premium of $30. Holders who tender their notes after March 24, 2020 and at or prior to April 7, 2020 will not receive early participation premium.

The transaction will be funded through equity contribution of $3.8 billion and debt commitment of $5 billion received from Citi, J.P. Morgan, Wells Fargo, Barclays and RBC Capital Markets. During the period from November 12, 2019 and continuing until December 9, 2019 (Go Shop Period), Tech Data Corporation has the right to, among other things, solicit, initiate, propose or induce the making, submission or announcement of, or encourage, facilitate or assist, any proposal or offer that would constitute, or would reasonably be expected to lead to, an alternative acquisition proposal. As of December 9, 2019, the go-shop period has expired. Following the close of the transaction, Tech Data will become a privately held company, and Tech Data's common shares will no longer be publicly listed and will continue to operate under the Tech Data name and brand. In case of breach by Apollo Global Management, it will be entitled to pay $283.3 million as termination fee to Tech Data. In case the agreement is not completed due to breach by Tech data, Tech data will pay $165.2 million to Apollo Global Management. A lower fee of $80.3 million is applicable to be paid by Tech data in case of termination before December 10, 2019 to accept a superior proposal. On November 27, 2019, the termination fee to be paid by Apollo Global has been increased to $315.9 million and the termination fee to be paid by Tech Data has been increased to $184.3 million.

Tech Data expects that Richard T. Hume will continue to serve as the Chief Executive Officer of Tech Data following the merger, and the merger agreement provides that the officers of Tech Data will continue to serve in their current capacities until duly removed or until successors are duly elected or appointed and qualified. Tech Data will continue to be headquartered in Clearwater, Florida. Completion of the merger is subject to customary closing conditions, including the adoption of the merger agreement by a majority of the holders of the outstanding shares of common stock of Tech Data, the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the approval of the merger under the antitrust and foreign investment laws of other specified jurisdictions, including United States, the European Union and other jurisdictions, approval by The Treasurer of the Commonwealth of Australia (FIRB). The completion of the merger is not subject to a financing condition. The transaction has been unanimously approved by the Board of Tech Data Corporation and the Board has recommended Tech Data shareholders vote in favor of the transaction. On November 24, 2019, Tech Data's Board of Directors unanimously determined that the competing offer constituted a superior proposal. As of November 27, 2019, Tech Data's Board of Directors determined that the competing offer no longer constituted a superior proposal and determined to enter into the amendment with Apollo. The Board of Directors of Tech Data has therefore unanimously approved the amendment to offer price and recommends that Tech Data shareholders vote in favor of the transaction. As of December 26, 2019, the waiting period under the HSR Act expired. As of March 24, 2020, Tech Data announced it disagrees with and will be appealing the findings and legal reasoning of the French Competition Authority (FCA) in its decision against Tech Data. As of March 25, 2020, The European Commission cleared without conditions Tech Data's agreement to be acquired by Apollo Global. The special meeting of Tech Data's shareholders will be held on February 12, 2020. As of February 12, 2020, the transaction was approved by the shareholders of Tech Data. As of April 30, 2020, the Competition Commission of India (CCI) has approved the transaction. All regulatory approvals necessary to complete the transaction have been received, except for the approval of the Australian Foreign Investment Review Board. The transaction is expected to close in the first half of 2020. As per November 14, 2019, the transaction is expected to close in mid-2020. As of May 28, 2020, the transaction is expected to close by August 2020.

BofA Securities, Inc. acted as financial advisor and fairness opinion provider to Tech Data Corporation. Tech Data has agreed to pay BofA Securities for its services in connection with the merger an aggregate fee currently estimated to be approximately $40.8 million, $1.5 million of which was payable upon the delivery of its initial opinion in connection with the merger agreement and the remainder of which is contingent upon the consummation of the merger. David Leinwand and Glenn P. McGrory of Cleary Gottlieb Steen & Hamilton LLP acted as legal advisors for Tech Data Corporation. Citigroup Inc. (NYSE:C), JPMorgan Chase & Co. (NYSE:JPM) and Wells Fargo & Company (NYSE:WFC) acted as financial advisors and Andrew J. Nussbaum and DongJu Song of Wachtell, Lipton, Rosen & Katz LLP acted as legal advisors for Apollo Global Management. Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor with respect to the financing for Apollo. MacKenzie Partners, Inc. acted as proxy solicitor to Tech Data Corporation. MacKenzie Partners, Inc. will be paid an amount not exceeding $0.02 million plus reasonable and documented out-of-pocket expenses for these services. Stephen M. Kotran of Sullivan & Cromwell LLP acted as legal advisor in the transaction.

Funds managed by Apollo Global Management, Inc. (NYSE:APO) completed the acquisition of Tech Data Corporation (NasdaqGS:TECD) on June 30, 2020. As a result of the transaction, Chief Executive Officer Rich Hume will continue to lead Tech Data from its headquarters in Clearwater, Florida. At the effective time, pursuant to the terms of the merger agreement, Robert M. Dutkowsky, Charles E. Adair, Karen Dahut, Harry J. Harczak, Jr., Bridgette P. Heller, Richard T. Hume, Kathleen Misunas, Thomas I. Morgan, Patrick G. Sayer and Savio W. Tung ceased serving as the Directors of the Tech Data and Matthew H. Nord and Robert Kalsow-Ramos became the Directors of the Tech Data.