Filing Details
- Accession Number:
- 0001104659-23-009238
- Form Type:
- 13D Filing
- Publication Date:
- 2023-01-31 19:00:00
- Filed By:
- Apollo Management Holdings Gp, Llc
- Company:
- Td Synnex Corp (NYSE:SNX)
- Filing Date:
- 2023-02-01
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Tiger Parent Holdings | 8 | 38 | 10 | 38 | 38 | 0.0% |
Tiger Parent Holdings GP | 8 | 376,292 | 10 | 376,292 | 376,292 | 0.4% |
AP IX Tiger Holdings | 8 | 23,790,364 | 10 | 23,790,364 | 23,790,364 | 25.1% |
AP IX Tiger Co-Invest II | 8 | 5,154,888 | 10 | 5,154,888 | 5,154,888 | 5.4% |
AP IX Tiger Co-Invest (ML) | 8 | 8,857,625 | 10 | 8,857,625 | 8,857,625 | 9.4% |
AP IX Tiger Co-Invest (ML) GP | 8 | 8,857,625 | 10 | 8,857,625 | 8,857,625 | 9.4% |
AP IX Tiger Holdings GP | 8 | 37,802,877 | 10 | 37,802,877 | 37,802,877 | 40.0% |
Apollo Management IX | 8 | 37,802,877 | 10 | 37,802,877 | 37,802,877 | 40.0% |
AIF IX Management | 8 | 37,802,877 | 10 | 37,802,877 | 37,802,877 | 40.0% |
Apollo Management | 8 | 37,802,877 | 10 | 37,802,877 | 37,802,877 | 40.0% |
Apollo Management GP | 8 | 37,802,877 | 10 | 37,802,877 | 37,802,877 | 40.0% |
Apollo Management Holdings | 8 | 37,802,877 | 10 | 37,802,877 | 37,802,877 | 40.0% |
Apollo Management Holdings GP | 8 | 37,802,877 | 10 | 37,802,877 | 37,802,877 | 40.0% |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
SCHEDULE 13d
(Amendment No. 3)*
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) |
David A. Sirignano, Esq. Los Angeles, CA 90071 (213) 612-2500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 30, 2023 |
(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
Tiger Parent 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
38 | ||
9 | SOLE DISPOSITIVE POWER
| ||
10 | SHARED DISPOSITIVE POWER
38 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% | ||
14 | TYPE OF REPORTING PERSON
PN | ||
2
CUSIP No. 87162W100 |
1 | NAME OF REPORTING PERSONS
Tiger Parent 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
376,292 | ||
9 | SOLE DISPOSITIVE POWER
| ||
10 | SHARED DISPOSITIVE POWER
376,292 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
376,292 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% | ||
14 | TYPE OF REPORTING PERSON
OO | ||
3
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
23,790,364 | ||
9 | SOLE DISPOSITIVE POWER
| ||
10 | SHARED DISPOSITIVE POWER
23,790,364 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,790,364 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.1% | ||
14 | TYPE OF REPORTING PERSON
PN | ||
4
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
5,154,888 | ||
9 | SOLE DISPOSITIVE POWER
| ||
10 | SHARED DISPOSITIVE POWER
5,154,888 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,154,888 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4% | ||
14 | TYPE OF REPORTING PERSON
PN | ||
5
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
8,857,625 | ||
9 | SOLE DISPOSITIVE POWER
| ||
10 | SHARED DISPOSITIVE POWER
8,857,625 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,857,625 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4% | ||
14 | TYPE OF REPORTING PERSON
PN | ||
6
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
8,857,625 | ||
9 | SOLE DISPOSITIVE POWER
| ||
10 | SHARED DISPOSITIVE POWER
8,857,625 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,857,625 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4% | ||
14 | TYPE OF REPORTING PERSON
OO | ||
7
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
37,802,877 | ||
9 | SOLE DISPOSITIVE POWER
| ||
10 | SHARED DISPOSITIVE POWER
37,802,877 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,802,877 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.0% | ||
14 | TYPE OF REPORTING PERSON
OO | ||
8
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
37,802,877 | ||
9 | SOLE DISPOSITIVE POWER
| ||
10 | SHARED DISPOSITIVE POWER
37,802,877 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,802,877 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.0% | ||
14 | TYPE OF REPORTING PERSON
PN | ||
9
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
37,802,877 | ||
9 | SOLE DISPOSITIVE POWER
| ||
10 | SHARED DISPOSITIVE POWER
37,802,877 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,802,877 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.0% | ||
14 | TYPE OF REPORTING PERSON
OO | ||
10
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
37,802,877 | ||
9 | SOLE DISPOSITIVE POWER
| ||
10 | SHARED DISPOSITIVE POWER
37,802,877 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,802,877 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.0% | ||
14 | TYPE OF REPORTING PERSON
PN | ||
11
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
37,802,877 | ||
9 | SOLE DISPOSITIVE POWER
| ||
10 | SHARED DISPOSITIVE POWER
37,802,877 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,802,877 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.0% | ||
14 | TYPE OF REPORTING PERSON
OO | ||
12
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
37,802,877 | ||
9 | SOLE DISPOSITIVE POWER
| ||
10 | SHARED DISPOSITIVE POWER
37,802,877 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,802,877 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.0% | ||
14 | TYPE OF REPORTING PERSON
PN | ||
13
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
37,802,877 | ||
9 | SOLE DISPOSITIVE POWER
| ||
10 | SHARED DISPOSITIVE POWER
37,802,877 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,802,877 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.0% | ||
14 | TYPE OF REPORTING PERSON
OO | ||
14
Schedule 13D/A
Amendment No. 3
The information in this Amendment No. 3 to Schedule 13D (this “Third 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 and Amendment No. 2 thereto filed on March 4, 2022 (as amended, the “Schedule 13D”).
Except as set forth herein, the Schedule 13D remains unmodified.
Item 1. | Security and Issuer |
Item 2. | Identity and Background |
Item 3. | Source and Amount of Funds or Other Consideration |
Item 4. | Purpose of Transaction |
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 | 37,802,877 |
Sole Dispositive Power | 0 |
Shared Dispositive Power | 37,802,877 |
The amounts reported as beneficially owned include 376,254 shares that have been placed in an escrow account administered by Tiger Parent Holdings GP, LLC (“Tiger GP”), pending satisfaction of certain vesting requirements by members of management of the Issuer.
The Reporting Persons’ aggregate percentage beneficial ownership of the total amount of Common Stock outstanding is 40.0%, based on a total of 94,612,582 shares of Common Stock as of January 27, 2023, as disclosed in the Issuer’s prospectus supplement dated January 25, 2023.
Each of the entities listed above, other than Tiger Holdings, AP IX Tiger, Tiger Co-Invest, Tiger Co-Invest II and Tiger Co-Invest ML, disclaims beneficial ownership of any shares of the Common stock owned of record by Tiger Holdings, AP IX Tiger, Tiger Co-Invest, Tiger Co-Invest II and Tiger Co-Invest ML, 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) In addition to the transaction described in Item 6 of this Third Amendment, which information is incorporated herein by reference, the Reporting Persons have effected the following transactions of the Common Stock during the 60 days preceding the date of this Schedule 13D: (i) on December 7, 2022, 4,362 shares of Common Stock that have been placed in an escrow account administered by Tiger GP were distributed to a management member upon satisfaction of certain vesting requirements, and (ii) on January 12, 2023, 7,908 shares of Common Stock that have been placed in an escrow account administered by Tiger GP were distributed to a management member upon satisfaction of certain vesting requirements.
(d) & (e) Not applicable.
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect To Securities of the Issuer |
Item 6 is hereby amended and supplemented as follows:
On January 25, 2023, the Issuer and certain entities managed by affiliates of Apollo Global Management, Inc. (the “Selling Stockholders”) entered into an underwriting agreement (the “Underwriting Agreement”) with the several underwriters named in the Underwriting Agreement (collectively, the “Underwriters”), relating to the secondary public offering (the “Offering”) of an aggregate of 5,175,000 shares of Common Stock to be sold by the Selling Stockholders, at a price to the public of $97.00 per share, inclusive of the Underwriters’ option to purchase an additional 675,000 shares of Common Stock held by the Selling Stockholders. The Issuer did not receive any of the proceeds from the sale of shares of Common Stock by the Selling Stockholders in the Offering. The foregoing description of the terms of the Underwriting Agreement does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to Exhibit 1.1 incorporated herein by reference. Also pursuant to the Underwriting Agreement, the Issuer agreed to purchase from the Underwriters 900,000 shares of Common Stock to be sold by the Selling Stockholders in the Offering, at the offering price.
The description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is included in this Third Amendment as Exhibit A and is incorporated herein by reference.
Item 7. | Material to Be Filed as Exhibits |
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: February 1, 2023
TIGER PARENT HOLDINGS, L.P. | |||
By: | Tiger Parent Holdings GP, LLC, | ||
its general partner | |||
By: | /s/ James Elworth | ||
James Elworth | |||
Vice President |
TIGER PARENT HOLDINGS GP, LLC | ||
By: | /s/ James Elworth | |
James Elworth | ||
Vice President |
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 |
APPENDIX A
To Item 2 of Schedule 13D
The following sets forth information with respect to certain of the executive officers and managers of Management Holdings GP. Capitalized terms used herein without definition have the meanings assigned thereto in the Schedule 13D to which this Appendix A relates.
Managers, Directors and Principal Executive Officers of Management Holdings GP
The managers and executive officers of Management Holdings GP are Marc Rowan, Scott Kleinman and James Zelter. The principal occupation of each of Messrs. Rowan, Kleinman, and Zelter is to act as executive officer, manager and director of Management Holdings GP and other related investment managers and advisors.
Except as reported in this Third Amendment, none of Messrs. Rowan, Kleinman, and Zelter effected any transactions in the Common Stock during the past 60 days.
The business address of each of Messrs. Rowan, Kleinman, and Zelter is c/o Apollo Management, L.P., 9 West 57th Street, New York, New York 10019. Messrs. Rowan, Kleinman, and Zelter are each a citizen of the United States. Each of Messrs. Rowan, Kleinman, and Zelter disclaims beneficial ownership of the Common Stock reported as beneficially owned by the Reporting Persons.