TD SYNNEX Corporation

Good morning. My name is Sharon and I will be your conference operator today. I would like to welcome everyone to the Cinex merger discussion and first quarter fiscal 2021 earnings call. Today's call is being recorded and all lines have been placed on mute to prevent any background noise. After the speaker's remarks, there'll be a question and answer session. At this time, for opening remarks, I would like to pass the call over to Liz Morelli, head of investor relations. Liz, you may begin.

Thank you, Sharon, and good morning to everyone. Thank you for joining us for today's call on short notice. With me today are Dennis Polk, Cinex CEO, Rich Hume, Tick Data CEO, and Marshall Witt, Cinex CFO. On this morning's call, we will review today's announcement of the merger between Cinex and TechData, along with Cinex's fiscal first quarter results. Our earnings press release, the transaction press release, and associated presentations can be found on our investor relations website at ir.sinex.com. Before we continue, let me remind everyone that today's discussion contains forward-looking statements within the meaning of the federal securities laws, including predictions, estimates, projections, or other statements about future events, including benefits of the proposed merger to our various stakeholders, timing of the merger, anticipated ratings, capital structure, and growth. Actual results may differ materially from those mentioned in these forward-looking statements as a result of risks and uncertainties discussed in today's earnings release, in the Form 8-K we filed today, and in the Risk Factors section of our Form 10-K and our other reports and filings with the SEC. We do not intend to update any forward-looking statements. Also, during this call, we will reference certain non-GAAP financial information. Reconciliations of GAAP to non-GAAP results are included in our earnings press release and the related form 8K available on our investor relations website, ir.cinex.com. This conference call is the property of Cinex Corporation and may not be recorded or rebroadcasted without our permission. I will now turn the call over to Dennis. Dennis?

Thank you, Liz, and thank you to everyone joining the call. Today is an important and transformative day for the technology distribution industry as Cynics and Tech Data come together. For over four decades, we have each worked to help our customers and partners grow and achieve their strategic priorities. We have both been leaders in the space, and I and the entire Cynics management team have the utmost respect for the team at Tech Data and what they have created Like us, Tech Data has established a reputation for excellence, and we are thrilled to partner with its 14,000-plus talented colleagues. For Cynics, this combination is beneficial as it accelerates our strategic growth initiatives by multiple years versus what we could have done by acquiring several smaller, geographically diverse companies. While on the surface, we appear to be similar companies, we're actually very complementary to each other from a geographic perspective oem representation customer segments served and services offered thus the combined company will be able to bring additional services and capabilities to our respective partners even with a well-planned and executed strategy i'm not sure we could have achieved over time all that is accomplished with this merger for investors we have the opportunity to create value by accelerated revenue growth scale efficiencies, increased cash flow, and greater earnings power. I am pleased to be able to partner with Rich Hume and the Go Forward combined entity. Rich is a talented leader with significant industry expertise, and we're fortunate to have him as the CEO of the business going forward. I would like to now turn over the call to Rich at this point. Over to you, Rich.

Thanks, Dennis. A transformative transaction we are announcing. I, along with our shareholder, Apollo, believe combining our business with Cinex accelerates the momentum that was already underway to create growth opportunities that neither company could achieve independently. The combined company will deliver superior value for shareholders, offer our customers and vendors exceptional reach, efficiency, and expertise across the entire technology ecosystem, and be an employer of choice in the IT industry. Importantly, together, we have the portfolio, the financial strength, and the talent to enable us to achieve these objectives. The combined company will be a diversified global solutions distributor with significant breadth and depth of capabilities and the ability to accelerate technology adoption and attract the world's most innovative OEMs. we will have premier best-in-class end-to-end offerings through a broad diversified portfolio of more than 200,000 products and solutions. The combined company will be positioned to transform value creation from the linear model to the multi-point model, enabling collaboration among all of the ecosystem participants. This will enable us to drive effective go-to-market strategies that our vendors can capitalize on and help to deliver optimal business oriented solutions for their customers. Our ability to orchestrate the access, interaction, delivery, and services required to solve business challenges at scale is the foundation of how we will continue to grow. As you know, change is constant in our business. and this is a pivotal time in our industry. Technologies such as cloud, analytics, IoT, and security are changing our customers and their end-user customers buy, sell, consume, and finance technology solutions, causing the IT ecosystem to evolve faster than ever before. This evolution has accelerated further due to the work and return-to-office trends which are contributing to explosive growth in these areas in which we are ideally positioned to serve. The combined company will have a solid financial foundation, including an investment-grade profile and strong free cash flows to support investments in our core growth platforms, as well as investments in these next-generation technologies. The breadth and diversification of the combined company extends well beyond our products and solutions. Together, Cynics and TechData will have a global footprint that serves more than 100 countries across the Americas, Europe, and Asia Pacific. This combination brings new market opportunities for both companies. For example, Cynics has a well-established presence in Japan, where TechData does not. Similarly, tech data is a well-established business across Europe, where Cynics has a more limited access. This meaningful reach across products, services, geographies will also provide increased value and purchasing efficiencies to the combined companies, customers, and vendors. Both Cynics and tech data have excelled at driving top and bottom line growth. and has successfully acquired and integrated companies in the past. I have full confidence that our combined team will deliver on the exciting growth underpinning this transformational merger, especially given the complementary values of our organization. Dennis, thanks, and back over to you.

Thanks, Rich. Very well said, and I am looking forward to working with you to achieve all these benefits and also to continue to drive and support the great cultures each of the companies bring to this transaction. I will now turn the call over to Marshall to walk through the terms of the transaction and speak to the highlights of our Q1 earnings release today. Following Marshall, I'll provide my normal quarterly update, and then three of us will take your questions. Over to you, Marshall.

Thanks, Dennis. This transaction is valued at $7.2 billion, including net debt, and at close, Cinex will issue 44 million shares. Proforma ownership will be 55% Cinex shareholders and 45% TechData shareholders. We expect the transaction to close in the second half of 2021, subject to customary closing conditions, including approval by Cinex shareholders and regulatory approvals. From a financial perspective, the combined company will be on very solid footing with pro forma revenue of $57 billion, healthy EPS, EBITDA, and cash flow generation. We expect the transaction to be accretive to our non-GAAP diluted EPS by more than 25% in year one. Given the complementary customer sets and geographic footprints, we see the opportunity to generate revenue synergies as a combined company. There is little overlap amongst our top customers and partners, and we believe Cinex's deep and narrow strategy, combined with Tech Data's broad customer base, minimize risk regarding diversification. From a cost perspective, we expect to realize $100 million of net synergies in year one and $200 million in year two. This transaction will be facilitated by a new capital structure that we will use to refinance data at both Tech Data and Cinex. It will consist of a 1.5 billion term loan A and 2.5 billion of unsecured bonds at varying maturities, bolstered by a 3.5 billion revolving credit facility, which we expect to be undrawn at close. The expected cash balance at close will be approximately $1 billion. We're also actively seeking to obtain our first investment grade credit rating and feel confident regarding the outcome. As many of you are familiar with, Cinex has a long track record of diligently deleveraging post-acquisitions. We expect the same results with this transaction. The expected leverage ratio of approximately 2.7 times at transaction close is expected to decline to approximately two times within 12 months. With the combined entity generating LTM pro forma adjusted EBITDA of approximately $1.5 billion, this will provide us with ample ability to delever quickly while also remaining focused on optimizing the core and driving organic growth. Now, moving to Q1 fiscal results. Our team delivered strong results ahead of internal expectations to start off the fiscal year, driven by continued robust, broad-based demand. Total revenue for Q1 was $4.9 billion, up 21% year-over-year. Gross profit totaled $305 million, up 19%, or $49 million compared to the prior year. And gross margin was 6.2%, consistent with the prior year. Total adjusted SG&A expense was $149 million, or 3% of revenue, up $9 million compared to the year-ago quarter, and primarily due to COVID-19-related expenses. We continue to expect incremental quarterly costs at a minimum of $5 million in 2021, and we did a good job of scaling SG&A to the growth of the business. Non-GAAP operating income was $156 million, up $40 million, or 35% versus the prior year, and non-GAAP operating margin was 3.2%, up 33 basis points over the prior year. Q1 interest expense and finance charges were approximately $23 million, and the effective tax rate was 25%. Total non-GAAP income from continuing operations was $99 million, up $25 million, or 34%, over the prior year, and non-GAAP diluted EPS from continuing operations was $1.89, up from $1.42 in the prior year. Now, turning to the balance sheet. Total debt of approximately $1.6 billion and net debt was less than $200 million. Accounts receivable totaled $2.4 billion and inventories totaled $2.6 billion as of the end of Q1. Our cash conversion cycle for the first quarter was 32 days, 25 days lower than the prior year. And the decrease was driven by DSO improvements and better inventory turns. Cash generated from operations was approximately $25 million in the quarter. and including our cash and credit facilities, we had approximately $2.8 billion of available liquidity. We are pleased to report that our Board of Directors has approved a quarterly cash dividend of $0.20 per common share for the quarter. The dividend is expected to be paid on April 30, 2021 to stockholders of record as of the close of business on April 16, 2021. Now, moving to our outlet for Fiscal Q2. We expect revenue in the range of $4.7 billion to $5 billion, Non-GAAP net income is expected to be in the range of $94.9 million, $205 million. And non-GAAP diluted EPS is expected to be in the range of $1.80 to $2 per diluted share, based on weighted average shares outstanding of approximately $51.8 million. Our non-GAAP net income and non-GAAP diluted EPS guidance exclude the after-tax costs of $7.3 million, or $0.14 per share, related to the amortization of intangibles, and 4.8 million or nine cents per share related to share based compensation. For the full fiscal year, we continue to expect a healthy IT spending environment driven by gradually increasing investments in technology enablement. We expect full year fiscal 2021 non-gas diluted DPS of approximately $8 per share. Please note that these statements of our second quarter in fiscal 2021 expectations are forward looking and that our actual results may differ materially. Now I will turn the call back over to you, Dennis. Thank you, Marshall.

I am very proud of our associates and the excellent first quarter results that we have delivered. In Q1, we continued to navigate an unpredictable environment, but through it all, the team again showed flexibility, creativity, and dedication to find innovative ways to support our customers and partners with exceptional service. Our results, above our internal expectations, were driven by healthy, broad-based demand across all our businesses as remote capability and digital transformation investments continued. Similar to the past few quarters, we saw strong demand for client devices like notebooks and Chromebooks, as well as continued demand for security, collaboration solutions, and related services. We also saw improvements in areas like enterprise solutions, including server and networking. Our performance came from across all our customer segments, with really no exception in the contribution to the growth in the quarter. From a geographical perspective, all regions performed well, with Canada and Japan exceeding expectations by the most. Turning to our Q2 outlook, our priority remains on the health and safety of our associates. Overall, we are encouraged about the IT and spending environment so far in 2021. As we move closer to a sense of normalcy, it appears investment, especially in IT, is following. For our Q2, with ongoing execution, we anticipate our business will continue to grow better than the market, as our guidance implies, a mid to upper single digit year-over-year growth rate. Perhaps we're being a bit cautious with our expectations for the second quarter, given the demand environment is fairly strong currently, evident by our ongoing high backlog and that on-premise purchasing activity is picking up each quarter. However, given how much we overperformed in Q1 and how early we are in Q2, we will start with the current range we have provided. Overall, we are pleased with the trajectory of our business, evident by Marshall calling out our EPS expectations for the year. As I wrap up and touch again on the tech data merger announcement, those who have followed our space for many years know that M&A has been an important part of this industry. We in Tech Data have both participated in many transactions over the years and have built up a wealth of knowledge and experience on how to have a successful outcome, ensuring that value creation is delivered. I believe we are very well situated, given the strong cultural fit, knowledge of the industry, customers, and partners, and a strong and talented combined workforce. We are developing a robust integration plan and will share more with you as we get closer to the transaction close. We are very excited by the possibilities that this deal creates for our combined company and look forward to realizing the significant value that it should produce for our customers, partners, associates, and shareholders. In closing, we remain very focused on our core business. This focus, along with strong partnerships with our customers, vendors, and the communities we operate in, and the talented Cynics team, who I can't thank enough for all that you do for our company, support my confidence in our business. With that, I'd like to open up the call for questions.

If you'd like to ask a question at this time, please press star, then the number one on your telephone keypad. If you would like to withdraw your question, press the pound key. Please limit yourself to two questions. First question comes from Ananda Barua with Loop Capital.

Hey, thanks, guys. Good morning. Listen, congratulations. big move shouldn't be super surprised I guess even though you guys moved fast these are two of the not the two premier management teams over the last 10 years of distribution but still interesting fascinating you guys not wasting time at all two if I could and Rich welcome back to the financial community sort of into the public sphere here two if I could the first is You guys mentioned on the call that you expect you can, this is my language, gain share or solid share inside the customers and suppliers. Do you think that at normalized, the combined company growth rate can be a higher growth rate longer term, normalized, than with the two separate companies? I would have said, and then I would follow up as well.

Hi, Ananda. Yeah, a bit hard to hear you. I think I got most of your question there. And thanks. We appreciate your comments about the transaction. So as far as the combined company, yeah, we do expect there's a significant opportunity to grow the company faster than market rates. As Rich talked about in his prepared remarks, we really are two very complementary businesses. We both have very solid go-to-market strategies with very good service offerings to our partners. But in each company's case, there are some limitations to what is offered. And when we bring the combination of those services and offerings together, we think our customers will enjoy the benefit of the combined company, and that will drive, we think, solid market growth for the combined co.

Okay, that's great, Dennis. I appreciate that. I'll just ask my follow-up quickly here. You mentioned strong IT spending through the balance of this year as businesses reopen. Are you able to get a sense from those businesses what a structural ongoing impact could be from, you know, all things hybrid-related, you know, remote work, hybrid work, things like that? And so any structure, and even anything anecdotal you can share, Dennis, would be great. You know, beyond the impact of businesses reopening, what structural tail may there be in the future years? That would be helpful as well. Thanks.

Sure. Yeah, so far, you know, we've seen a very good demand in our business. So our comments were around the trajectory of our business so far through Q1. But for the rest of the year, Ananda, when it comes to, you know, businesses opening back up and workforces returning to the office, We do think that will provide a tailwind overall, because as I think we all know, the work environment going forward won't be like the work environment it was prior to the pandemic. So companies will have to invest in additional IT capabilities to handle the remote workforce, either from home or at the office. And we think that's going to, again, be a tailwind for our business. And that should provide a good setup for us for the rest of the year and beyond. So that's part one to answer your question. Part two, just from a tactical day-to-day standpoint, we are seeing more on-premise projects occurring this quarter and the current quarter that we're in Q2, prior quarter Q1, excuse me, and now the current quarter Q2. So that's a good tailwind as well for our business as we see some of these projects that were delayed or were halted during the pandemic are now occurring and we're able to deliver product and support our customers from that perspective.

If I could, Anand, I'm giving you an industry perspective now and it's my point of view. But as Dennis had said, you know, what I would call the traditional data center deployments have been slowed in one category. And I believe that there is pent up demand there. And, you know, when we look towards the back half of the year, it's my opinion that the pent up demand for those data center projects will start to manifest itself in demand. The second part of your question, I think, was around, you know, the hybrid nature of the world. And I think that certainly the cloud-delivered capabilities, you know, are clearly accelerated relative to the totality of the demand. And I would anticipate that that – demand will continue to be accelerated relative to the rest of the category. It provides a great opportunity for IT distribution.

Appreciate that, Rich. Thank you, guys. Thanks.

Thank you.

Next question comes from Adam Tindall with Raymond James.

Okay, thanks. Good morning and congrats on a landmark transaction. I have a two-part question on synergies and dis-synergies, maybe for Dennis. Just starting on the synergy side, you talked about $200 million plus over two years. Maybe you could talk about the nature of those synergies. We just think of both companies as very lean operators. So color on the nature of the synergies and areas for upside beyond that $200 million or what you didn't include. And then secondly, you talked about being similar from a geographic perspective, OEM, customer service. Are there any dis-synergies contemplated with the OEM and customer response?

Hi, Adam. Yeah, this is Dennis. Yeah, so from a Synergy standpoint, yeah, there are benefits from this transaction. You are correct. We're two very well-run companies. But when we bring the two companies together, we have an opportunity to leverage our IT systems. As you know well, I think Cynics has its own internal ERP system that's been very beneficial to us. And we think that's a key area where we can garner a lot of Synergy savings going forward. Additional areas are facility consolidations of the two companies. There's also quite a bit of corporate spend that will be saved as we bring the two companies together. So those are the three main key areas that we think we'll garner the synergies from. But as you know, both of our companies, we're constantly working on our businesses, working on the core aspects of our operations. And we consistently find ways to achieve efficiencies and gain savings there as well. And we think that will continue with the combined company, not just in the first and second year of the transaction, but beyond that as well. So we think there's a tailwind there from a synergy aspect on top of what we're going to start with from bringing the two companies together. From a dis-synergy standpoint, there really aren't that many. We're not really forecasting significant amount of dis-synergies. There could be some customer overlap or situations where maybe we can't serve the customer in totality of the two companies individually together. But, again, we see those as very small, and the amount of dis-synergies is not material to the transaction.

Okay. And maybe just, Adam – Adam, on the dis-synergy piece, you know, as Dennis said, there might be some level of dis-synergy that it's somewhat minimized because of what he talked about earlier in terms of the complementary aspects of our business. So, you know, just to keep a simple example here, there certainly are things on the Synex line card that tech data does not carry. And the reverse is true. So within our customer sets, we'll be able to serve sort of that incremental capability going forward. And as he also commented. You know, our customer sets are quite complementary. So, you know, it's the customer set in totality. Yes, there is some overlap, but, you know, it isn't as significant as one might think. So I think that there's a great opportunity to offset whatever dis-synergies might exist with the complementary line cards.

Understood, and good to hear from you, Rich. Just as a follow-up, maybe one for Marshall, if you could just talk about the financing and the transaction and different options that you've ticked around. One might say you're just 2.7 times net debt post-close. You've got $200 million of synergies on the come. Why not use more debt in the deal? And then secondly, your debt paydown implies about a billion of cash generation over the next 12 months or so. Are there one-timers in there, like a high change or anything like that? Or is that an accurate reflection of the combined entity's normalized cash flow? Thank you.

Yeah, Adam, so from a pro forma basis, we do feel pretty confident about cash flow generation. One-time cost, we think will be around, we'll call it one to one and a quarter, just in terms of the synergies gained. And then, yeah, we did look at the the optionality of how best to structure it from a capital perspective and felt like the term loan combination with the unsecured bonds and then having the dry powder made the most sense for us. We expect to have four and a half of liquidity ready and available to us and felt comfortable that the 2.7 times leverage at close um being well below three was a good place to start with confidence to get below or at two within 12 months is that liquidity something that you're planning to do something with is there a need for the ongoing business maybe just you know what what the working capital means for the business uh yeah given given working capital and as both rich and dennis said you know we expect We expect that the combined entities are going to be in position to need that extra dry powder to ensure that we've got what we need from a growth perspective in the business.

Okay. Thank you all, and congrats again.

Thank you.

Next question comes from Rupu Bhattacharya with Bank of America.

Thanks for taking my questions, and congrats on the merger announcement. Maybe the first question for Rich. When tech data went private, I think you had intended to invest $750 million in digital transformation through 2025. Can you give us an update on where you stand on that, and do you intend to continue on that path, and how does this deal change that if it does?

Well, thank you very much for the question. so yes uh when you when you think about the the investments that we had underway uh when we get into the executory period we'll have the opportunity to do some planning and you know at a top level look at one another's assets and you know determine uh as we combine those two two companies our two companies uh you know what what it is we might need going forward But I would tell you that our joint vision is to provide the leading customer and vendor, as well as stakeholder, I'm sorry, colleague and associate experience within our category. So the long story short is, we'll continue to invest in our business, but it might not be aligned with what we originally planned to deploy because we might be picking up a lot of that capability from Cinex as we come together.

Okay, thanks for that, Rich. That makes sense. Maybe for my second question, I'll ask you about the combined line card for the company. I think from what I remember, Tech data had about 50% of revenue from endpoint solutions like PCs and phones and printers. And advanced solutions was the other half of the business, which was storage and networking. I think Cinex also has peripherals, about 25% to 29% of revenues. So when you look at the combined line card, do you have an overall initial sense of where you want, how much of revenues from, where do you see hardware versus software versus services? Any thoughts initially on the combined line card, where your strengths would be and what you might want to add?

Yes, so I think you have an accurate portrayal of the characterization of tech data being nearly 50-50. When we take a look at combining the line cards, the first and I think very, very critical point is we believe we'll have absolutely the most comprehensive portfolio within the market with over 200,000 offerings. As it relates to where our interests are going forward, first, we absolutely need to make sure that we're servicing our core business today as we know it, but we share a common vision in the future relative to where we'll incrementally invest, and that would be as I said in my prepared remarks, in the area of cloud, business analytics, security, IoT. As you probably well know, within the IT market, they offer accelerated growth opportunities and you know, we're going to make sure that we're able to support vendors and customers with those needs moving forward. So I would think of this in the context of continuing to invest to keep our endpoint and advanced solutions business very healthy and robust, and at the same time, really setting our targets towards these continued emerging market opportunities and invest maybe a little bit more heavyweight into those categories.

Thanks for all the details and congrats again on the announcement.

Thank you very much.

Next question comes from Matt Sheeran with Stifel.

Yes, thank you. Good morning, and hello, Rich, and the Cinex team. A lot of good details about the merger. One question, I guess, there, just regarding the branding and go-to-market strategy for the company, obviously Cinex and Tectator. well-known tech data specifically obviously in in Europe but could you talk about that and also in terms of conversations you've had with with your very big vendors and very big reseller customers and the reception that you're getting or concerns you're getting from them sure maybe I'll take the first half and then Dennis can take the second half of the question so as it relates to branding and headquarters and

those type of matters very honestly we have not even embarked in those discussions we're going to use the executory period to flush that out and certainly we'll rely upon market insights market data customer data vendor data as we take those decisions and you know that's that's really that the time frame where where those things will come together And so maybe Dennis can comment on the back half of your question, Matt, and then we can go from there.

Yes, thanks, Rich. Thanks, Matt. Yeah, Matt, we did have a chance, you know, through a diligence process and all the way through moments before this call to talk to a very good cross-section of our partners, both customers and vendors, and the feedback has been overwhelmingly positive across the board. So we see a lot of excitement and support for this transaction from our customer and vendor base.

Okay, thank you. And then just a couple of questions just regarding the Cinex business specifically and your guidance. One, regarding the ongoing PC supply constraints that we've been hearing about, is that impacting revenue at all, or does it give you a longer runway here with this upgrade cycle given the backlog? And then second, you've talked about with the Hive business moving to a consignment-only model with your large customer there. Could you tell us the timeframe and the updates there? Thanks.

Thanks, Matt. So I'll hand the first part and turn it over to Marshall for the second. As far as the supply chain, the challenges are still there from a product shortage standpoint, from extended SLAs, from just being able to get product from our vendors in a timely manner. I think those are well documented and very well explained from our vendor partners. So right now our backlog is very consistent with what it has been the past three quarters. We talked about in the past we rarely have much of a backlog. So that consistent and high backlog will tell you that there are still supply chain challenges in the market. But as always, we do our best to work through those and deliver a very good service to our customers. And you can see through our performance in Q1, we've done a very good job in doing so.

And then, Matt, I'll take the second part. No change from what we said last time we connected. Still expect the highest customer to transition to consignment in Q3. It's reflected in our thoughts for the full year. And as we said, it's not a light switch. It'll turn on in Q3 and probably be fully ramped for Q4.

Okay. Thanks very much, and best of luck with the transaction. Thank you.

Next question comes from Shannon Cross with Cross Research.

Thank you very much for taking my question. I'm curious. I'm sure we'll get more information when the Form 10 comes out or proxy, but how did the transaction come about? What were the thoughts around the valuation and the split of ownership? If you can just sort of talk us through how, you know, TechDate and Apollo versus Cinex sort of thought about it and where you're coming out, and then I have a follow-up. Thank you.

Hi, Shannon. This is Dennis. I'll start off with that one. So, you know, we've had, you know, conversations over the past few months, Tech Data and Cinex. Obviously, we are both always evaluating opportunities for growth in our businesses and enhancing the way we deliver value to our customers and vendors and colleagues and investors. And, you know, through the conversations... that we've had, we realized the combination of these two companies could really deliver a lot of value. And that's why we're talking here today. We're very excited about this transaction and very excited to get to close and operating the two companies together. With regards to all the other details, we'll let the proxy be filed and you'll see the roll-up of how things got to where they are today. Okay?

Okay. But I guess I'm just trying to figure out from an EBITDA multiple perspective how you thought about it and and came up with it. I don't know if there's any other details you can give us in terms of, you know, the valuation and that. I mean, Apollo was, you know, at $6 billion in June when they closed the deal.

Right, sure. So, this is Dennis. I can take that one again, and I think maybe Rich will want to add some comments. You know, from a multiple standpoint, The multiple of this transaction is consistent with multiples that have been paid in similar transaction in our industry, including our most recent TS transaction, the Wescon ComStore. It's also similar to the multiple that was paid for when Apollo took TechData private. I think the key thing to realize is that since the announcement of Tech Data and Apollo back in 2019, Tech Data has grown and improved its business since then. So that's added to the value of the company, and that's what we factored in when we had our negotiations with the company. Rich, over to you with any other comments.

Yeah, I think it's important to note, as Dennis had talked about, the ownership of Apollo as a shareholder is approximately at 45%. And, you know, they view their engagement with IT distribution as sort of a journey here. And certainly... You know, this is just part of that journey, and, you know, they'll continue to be a meaningful investor as we move forward. So I think, you know, the comments Dennis made around the multiples, et cetera, are, you know, accurate. And I think the big message here is they see this as a great investment opportunity as well as they move into the future.

Okay, and that kind of answers my second question was, which was, you know, Apollo is long-term committed, obviously, with board seats. But I think you just confirmed that. Is that correct?

Yeah, certainly. They are meaningful investors, and they do have some of the board seats. That's correct.

Okay. Thank you very much.

Thank you, Shannon. Thank you, Shannon. Good to talk to you again.

And once again, to ask a question, please press star 1 on your telephone keypad. Next question comes from Vincent Colicchio with Barrington.

Yes, I'm not sure who this one's for, Marshall or Dennis. I missed what you said earlier on the IT systems. Will there be any complexity with that sort of integration?

Hi, Vince. Dennis here. Yes, with any large integration resulting from a merger, there is complexity around the integration of IT systems. But as we said in our prepared remarks, both companies have been through quite a few transactions over the years and have shown that they can transition IT systems very well. Cynics has a very, very good history of doing so, and TechData has a similar one. So we realize it's a big job in front of us, but with our experience and know-how, we're very confident that we'll move through this aspect of the integration very well.

And then on the existing business, you mentioned all regions were strong, and Canada and Japan exceeded expectations. Could you give us more color on that?

Yeah, so really it was an across the board, every division, every country, strong performance to our expectations. Specifically in Japan, In Japan, there's an ongoing one PC per school-age child, and that's been playing through our numbers throughout the past three or four quarters because we've been a big participant in delivering those PCs and Chromebooks to students across Japan. And that should play out for another quarter or so in our business. So that's why Japan had a nice, solid performance. In Canada, it's just been really continued execution over the past year plus that's caused our Canadian team to deliver above expectations on a consistent basis. And that really, again, is just from the hard work that the team has done to build a very good base of solutions and offerings, and that's turned into significant wins with customers and produced the solid results that we're talking about today.

Thank you.

Thank you, Dennis.

Once again, to ask a question, please press star 1 on your telephone keypad. And we do not have any telephone questions at this time. I will turn the call over to Mr. Dennis Polk.

Thank you. So in closing, I want to thank the Cinex team for all their ongoing efforts. I want to thank Rich and the Tech Data team for their help in making today happen. I have ongoing confidence in our business and look forward to the coming year and eventual combination and success of the merger with TechData. Stay well and thank you.

This concludes today's conference call. You may now disconnect.