01—Abstract
Summary
Summary of the 8-K filed August 16, 2024. Cited figures are marked; the original filing is the authoritative source.
CDW LLC and CDW Finance Corporation (the Co-Issuers) entered into an underwriting agreement dated August 12, 2024, with CDW Corporation, certain guarantors, and BofA Securities, Inc., as representative of the underwriters, for a registered public offering of senior notes.
The Co-Issuers agreed to issue and sell $600,000,000a aggregate principal amount of 5.100% Senior Notes due 2030 and $600,000,000 aggregate principal amount of 5.550% Senior Notes due 2034, for total principal of $1.2 billion. The offering is expected to close on August 22, 2024, subject to customary closing conditions. The offering is being made under an effective Registration Statement on Form S-3ASR, initially filed on August 2, 2023, along with a base prospectus dated August 2, 2023, a preliminary prospectus supplement dated August 12, 2024, and a free writing prospectus dated August 12, 2024.
The underwriting agreement contains customary representations, warranties, and mutual indemnification and contribution provisions between the issuers, guarantors, and underwriters. The filing is limited to the underwriting agreement, which is attached as Exhibit 1.1, and the cover page interactive data file. It does not disclose the use of proceeds or any other financial results, so investors should look to the referenced prospectus documents for those details.
02—Key points
Key Highlights
- Co-Issuers CDW LLC and CDW Finance Corporation agreed to sell $600 million of 5.100% Senior Notes due 2030
- Co-Issuers also agreed to sell $600 million of 5.550% Senior Notes due 2034, bringing total offering principal to $1.2 billion
- Offering is a registered public offering under an effective Form S-3ASR filed August 2, 2023
- BofA Securities, Inc. is representative of the underwriters
- Closing is expected on August 22, 2024, subject to customary closing conditions
- Underwriting agreement includes customary representations, warranties, and mutual indemnification and contribution provisions
- Filing is limited to the underwriting agreement (Exhibit 1.1) and the cover page interactive data file (Exhibit 104)
03—Questions
Frequently Asked Questions
What securities is CDW offering?
The Co-Issuers agreed to issue and sell $600,000,000 aggregate principal amount of 5.100% Senior Notes due 2030 and $600,000,000 aggregate principal amount of 5.550% Senior Notes due 2034, in a registered public offering.
Who is underwriting the offering?
BofA Securities, Inc. is acting as representative of the underwriters named in the underwriting agreement dated August 12, 2024.
When is the offering expected to close?
The offering is expected to close on August 22, 2024, subject to customary closing conditions.
Under what registration is the offering being made?
The offering is being made under an effective Registration Statement on Form S-3ASR, initially filed with the SEC on August 2, 2023 (File No. 333-273615), together with a base prospectus dated August 2, 2023, a preliminary prospectus supplement dated August 12, 2024, and a free writing prospectus dated August 12, 2024.
Where can investors find more detail on the offering terms?
The description in this 8-K is a summary qualified in its entirety by the Underwriting Agreement, which is attached as Exhibit 1.1 and incorporated by reference.
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