CDW Corporation (NASDAQ: CDW), a leading multi-brand technology
solutions provider to business, government, education and
healthcare customers in the United States, the United Kingdom and
Canada, today announced that its wholly owned subsidiaries CDW LLC
and CDW Finance Corporation (together, the “Issuers”) intend to
offer, subject to market and other customary conditions, $500
million in aggregate principal amount of senior notes due 2025 (the
“Notes”) in an offering registered under the Securities Act of
1933, as amended (the “Note Offering”).
The Issuers intend to use the proceeds from the
Note Offering for general corporate purposes and to pay fees and
expenses related to the Note Offering.
The Notes will be fully and unconditionally
guaranteed, jointly and severally, on a senior unsecured basis by
CDW Corporation and by certain of CDW LLC’s current and future
direct and indirect wholly owned domestic subsidiaries.
J.P. Morgan Securities LLC, Morgan Stanley
& Co. LLC, Goldman Sachs & Co. LLC, Barclays Capital Inc.,
MUFG Securities Americas Inc. and BofA Securities, Inc. are acting
as joint book‑running managers and Capital One Securities, Inc.,
RBC Capital Markets, LLC and U.S. Bancorp Investments, Inc. are
acting as co-managers for the Note Offering. The Note Offering is
being made only by means of a prospectus supplement and an
accompanying base prospectus. Copies of the preliminary prospectus
supplement and the accompanying base prospectus relating to the
Note Offering may be obtained from (i) J.P. Morgan Securities LLC,
383 Madison Avenue, 3rd Floor, New York, NY 10179, Attention:
Syndicate Desk or by telephone (toll-free) at (800) 245-8812 or by
e-mail at hy_syndicate@restricted.chase.com, (ii) Morgan Stanley
& Co. LLC, Attention: Prospectus Department, 180 Varick
Street, New York, NY 10014, by telephone (toll-free) at (866)
718-1649 or by e-mail at prospectus@morganstanley.com, (iii)
Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200
West Street, New York, NY 10282, telephone: 1-866-471-2526,
facsimile: 212-902-9316 or by emailing
Prospectus-ny@ny.email.gs.com, (iv) Barclays Capital Inc., c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
NY 11717 by e-mail at Barclaysprospectus@broadridge.com, (v) MUFG
Securities Americas Inc., Attention: Capital Markets Group, 1221
Avenue of the Americas, 6th Floor, New York, NY 10020 by telephone
at (877) 649-6848, (vi) BofA Securities, Inc., NC1-004-03-43, 200
North College Street, 3rd floor, Charlotte NC 28255-0001, Attn:
Prospectus Department, or by email at
dg.prospectus_requests@bofa.com, (vii) Capital One Securities,
Inc., 201 St. Charles Ave., Suite 1830, New Orleans, LA 70170,
Attention: Gabrielle Halprin and Jennifer Blevins, (viii) RBC
Capital Markets, LLC, 200 Vesey Street, 8th Floor New York, New
York 10281, Attention: Leveraged Capital Markets; or by telephone
at 1-877-280-1299 or (ix) U.S. Bancorp Investments, Inc., by
telephone (toll-free) at (877) 558-2607.
CDW Corporation, the Issuers and the subsidiary
guarantors of the Notes filed a Registration Statement on Form
S-3ASR, which was effective upon filing on October 16, 2017,
including a base prospectus dated October 16, 2017, and a
preliminary prospectus supplement dated April 16, 2020, to which
this communication relates. Copies of the Registration Statement on
Form S-3ASR, the base prospectus and the preliminary prospectus
supplement can be accessed through the Securities and Exchange
Commission’s website at www.sec.gov.
This press release is for informational purposes
only and shall not constitute an offer to sell or the solicitation
of an offer to buy the Notes or any other securities. The Note
Offering is not being made to any person in any jurisdiction in
which the offer, solicitation or sale is unlawful.
Forward-Looking Statements
This press release includes “forward-looking
statements,” including with respect to the proposed Note Offering.
Forward-looking statements are subject to known and unknown risks
and uncertainties, many of which may be beyond our control that
could cause actual results to differ materially from those
described in such statements. Such risks and uncertainties include,
but are not limited to, whether the Issuers will in fact offer the
Notes or consummate the Note Offering, which is subject to various
conditions, and the anticipated use of the proceeds of the Note
Offering. Although CDW believes that the forward-looking
information presented in this press release are reasonable, it can
give no assurance that such expectations will prove correct, and
actual events may differ materially from those made in or suggested
by the forward-looking information contained in this press release.
Any forward‑looking information presented herein is made only as of
the date of this press release, and we do not undertake any
obligation to update or revise any forward-looking information to
reflect changes in assumptions, the occurrence of unanticipated
events, or otherwise.
About CDW
CDW Corporation (Nasdaq:CDW) is a leading
multi-brand technology solutions provider to business, government,
education and healthcare customers in the United States, the United
Kingdom and Canada. A Fortune 500 company and a member of the
S&P 500 Index, CDW was founded in 1984 and employs almost
10,000 coworkers. For the year ended December 31, 2019, the company
generated Net sales over $18 billion. For more information about
CDW, please visit www.CDW.com.
Contact:Investor
Inquiries:Brittany A. SmithVice President, Investor Relations and
Financial Planning and Analysis(847)
968-0238investorrelations@cdw.com
Media Inquiries:Sara Granack Vice President,
Corporate Communications (847) 419-7411mediarelations@cdw.com
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