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, $630
million in aggregate principal amount of senior notes due 2029 (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, together with cash on hand, (a) to fund the
redemption of all of their outstanding $600 million aggregate
principal amount of Senior Notes due 2025 (the “2025 Senior Notes”)
at a redemption price of 103.75% of the principal amount redeemed
plus accrued and unpaid interest to the date of redemption and (b)
to pay fees and expenses related to such redemption and the Note
Offering. The Issuers have issued a conditional notice of
redemption to holders of the 2025 Senior Notes. The redemption of
the 2025 Senior Notes is contingent upon the pricing and closing of
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.
Morgan Stanley & Co. LLC, Barclays Capital
Inc., Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, BofA
Securities, Inc., Capital One Securities, Inc., MUFG Securities
Americas Inc. and Goldman Sachs & Co. LLC are acting as joint
book‑running managers and RBC Capital Markets, LLC, U.S. Bancorp
Investments, Inc. and Siebert Williams Shank & Co., LLC 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) 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, (ii) Barclays Capital Inc., c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
NY 11717, by telephone at (866) 603-5847 or by e-mail at
Barclaysprospectus@broadridge.com, (iii) Wells Fargo Securities,
LLC, 550 S. Tryon Street, 5th Floor, Charlotte, NC 28202, by fax at
(704) 410-4874 (with such fax to be confirmed by telephone to (704)
410-4885) Attention: Leveraged Syndicate or by e-mail at
IBCMDCMLSHYLeveragedSyndicate@wellsfargo.com, (iv) J.P. Morgan
Securities LLC, c/o Broadridge Financial Solutions, Attn:
Prospectus Department, 1155 Long Island Avenue, Edgewood, NY 11717,
or by telephone: 1-866-803-9204, (v) BofA Securities, Inc.,
NC1-004-0343, 200 North College Street, 3rd floor, Charlotte, NC
28255-0001, Attn: Prospectus Department, or by email at
dg.prospectus_requests@bofa.com, (vi) Capital One Securities, Inc.,
by e-mail at cos-onboarding@capitalone.com, (vii) 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, (viii) Goldman Sachs & Co. LLC, Goldman Sachs &
Co. LLC, 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, (ix) ROYAL BANK OF CANADA,
200 Vesey Street, New York, New York 10281, (x) U.S. Bancorp
Investments, Inc., by telephone (toll-free) at (877) 558-2607 or
(xi) Siebert Williams Shank & Co., LLC, by telephone at (212)
830-4536 or by e-mail at dfinkelstein@siebertwilliams.com.
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 August 10, 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 (i) an offer to sell or the
solicitation of an offer to buy the Notes or any other securities
or (ii) an offer to buy, or a notice of redemption with respect to,
the 2025 Senior 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
and the anticipated redemption of the 2025 Senior Notes.
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 member of the S&P
500 Index, CDW was founded in 1984 and employs over 10,000
coworkers. For the trailing twelve months ended June 30, 2020, CDW
generated Net sales over $18 billion. For more information about
CDW, please visit www.CDW.com.
Contact: |
Investor Inquiries: |
Brittany A. Smith |
Vice President, Investor Relations and |
Financial Planning and Analysis |
(847) 968-0238 |
investorrelations@cdw.com |
Media Inquiries:Sara GranackVice President,
Corporate Communications(847) 419-7411mediarelations@cdw.com
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