What securities is CDW offering to purchase?

CDW is offering to purchase any and all outstanding 5.500% Senior Notes due 2024 ($575,000,000 aggregate principal outstanding) and 4.125% Senior Notes due 2025 ($600,000,000 aggregate principal outstanding), issued by CDW LLC and CDW Finance Corporation.

How is the tender consideration determined?

The 5.500% Notes consideration is a fixed $1,000.00 per $1,000 principal amount. The 4.125% Notes consideration is determined at 2:00 p.m. New York City time on August 16, 2024 and equals the lesser of a fixed-spread price (50 bps over the bid-side yield of the 3.875% Treasury due April 30, 2025) and $1,000 per $1,000 principal amount. Holders also receive accrued and unpaid interest.

When do the tender offers expire and when will holders be paid?

The tender offers expire at 5:00 p.m. New York City time on August 16, 2024, unless extended or earlier terminated. The Guaranteed Delivery Date is August 20, 2024, and CDW expects to pay the consideration on August 22, 2024.

Are the tender offers conditional on a minimum level of participation?

No. The filing states the tender offers are conditioned upon satisfaction of certain conditions but are not conditioned upon any minimum amount of Notes being tendered.

Who can answer questions about the tender offers?

Questions may be directed to the Joint Dealer Managers, BofA Securities and J.P. Morgan Securities LLC, or to D.F. King & Co., Inc., the Tender and Information Agent, with contact details provided in the press release included as Exhibit 99.1.

CDW 8-K SEC Disclosure — Aug 12, 2024

01—Abstract

Summary

Summary of the 8-K filed August 12, 2024. Cited figures are marked; the original filing is the authoritative source.

CDW Corporation announced on August 12, 2024 that it has commenced cash tender offers to purchase any and all of its outstanding 5.500%^a Senior Notes due 2024 and 4.125% Senior Notes due 2025, issued by CDW LLC and CDW Finance Corporation.

The filing states the aggregate principal outstanding is $575,000,000^b for the 5.500% Notes (maturing December 1, 2024) and $600,000,000 for the 4.125% Notes (maturing May 1, 2025). The tender offers are made pursuant to an Offer to Purchase dated August 12, 2024 and a related Notice of Guaranteed Delivery, and are not conditioned on any minimum amount of Notes being tendered. Consideration for the 5.500% Notes is fixed at $1,000.00 per $1,000 principal amount validly tendered, plus accrued and unpaid interest.

Consideration for the 4.125% Notes will be determined at the Price Determination Time of 2:00 p.m. New York City time on August 16, 2024, based on a Treasury reference security (3.875% due April 30, 2025) plus a fixed spread of 50 bps, capped at $1,000^c per $1,000 principal amount. The tender offers expire at 5:00 p.m.

New York City time on August 16, 2024 unless extended or terminated early, with a Guaranteed Delivery Date of August 20, 2024 and an expected Settlement Date of August 22, 2024. The filing is a liability management action that lets CDW address these two near-term maturities, and BofA Securities and J.P. Morgan Securities LLC are acting as Joint Dealer Managers.

The filing also notes that the Notes are described in a press release included as Exhibit 99.1, which references CDW's Annual Report on Form 10-K for the year ended December 31, 2023 for risk factors. The filing does not state how the tender offers will be funded or what the results will be.

02—Key points

Key Highlights

CDW Corporation commenced cash tender offers for any and all of its $575 million 5.500% Senior Notes due December 1, 2024 and $600 million 4.125% Senior Notes due May 1, 2025.
The 5.500% Notes tender consideration is fixed at $1,000 per $1,000 principal amount, plus accrued and unpaid interest.
The 4.125% Notes consideration is set at the Price Determination Time on August 16, 2024, using a 3.875% Treasury reference security plus a 50 bps fixed spread, capped at $1,000 per $1,000 principal amount.
Tender offers expire at 5:00 p.m. New York City time on August 16, 2024, unless extended or earlier terminated; holders may withdraw tendered Notes until then.
Expected settlement is August 22, 2024, with a Guaranteed Delivery Date of August 20, 2024.
The offers are not conditioned on any minimum amount of Notes being tendered.
BofA Securities and J.P. Morgan Securities LLC are Joint Dealer Managers, and D.F. King & Co., Inc. is the Tender and Information Agent.

03—Questions

Frequently Asked Questions

What securities is CDW offering to purchase?
CDW is offering to purchase any and all outstanding 5.500% Senior Notes due 2024 ($575,000,000 aggregate principal outstanding) and 4.125% Senior Notes due 2025 ($600,000,000 aggregate principal outstanding), issued by CDW LLC and CDW Finance Corporation.
How is the tender consideration determined?
The 5.500% Notes consideration is a fixed $1,000.00 per $1,000 principal amount. The 4.125% Notes consideration is determined at 2:00 p.m. New York City time on August 16, 2024 and equals the lesser of a fixed-spread price (50 bps over the bid-side yield of the 3.875% Treasury due April 30, 2025) and $1,000 per $1,000 principal amount. Holders also receive accrued and unpaid interest.
When do the tender offers expire and when will holders be paid?
The tender offers expire at 5:00 p.m. New York City time on August 16, 2024, unless extended or earlier terminated. The Guaranteed Delivery Date is August 20, 2024, and CDW expects to pay the consideration on August 22, 2024.
Are the tender offers conditional on a minimum level of participation?
No. The filing states the tender offers are conditioned upon satisfaction of certain conditions but are not conditioned upon any minimum amount of Notes being tendered.
Who can answer questions about the tender offers?
Questions may be directed to the Joint Dealer Managers, BofA Securities and J.P. Morgan Securities LLC, or to D.F. King & Co., Inc., the Tender and Information Agent, with contact details provided in the press release included as Exhibit 99.1.

04—Continue

← View all 8-K filings