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”) have priced
an offering of $700 million in aggregate principal amount of
3.25% senior notes due 2029 (the “Notes”), representing an increase
of $70 million in aggregate principal amount from the initially
proposed offering size, in an offering registered under the
Securities Act of 1933, as amended (the “Note Offering”). The Notes
were priced at 100 % of par. The sale of the Notes is expected to
be completed on August 13, 2020, subject to customary closing
conditions.
The Issuers intend to use the proceeds from the
Note Offering (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 remaining proceeds
will be used for general corporate purposes. 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., Goldman Sachs & Co. LLC and RBC Capital Markets,
LLC are acting as joint book‑running managers and 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 and, when available, copies of the final 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 consummate the Note
Offering, which is subject to customary closing 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. SmithVice President, Investor Relations and
Financial Planning and Analysis(847)
968-0238investorrelations@cdw.com
Media Inquiries:Sara GranackVice President,
Corporate Communications(847) 419-7411mediarelations@cdw.com
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