01—Abstract
Summary
Summary of the 8-K filed August 22, 2024. Cited figures are marked; the original filing is the authoritative source.
On August 22, 2024, CDW LLC and CDW Finance Corporation (the Co-Issuers), with CDW Corporation as a guarantor, completed the sale of two series of senior notes registered under the Securities Act of 1933: $600,000,000a aggregate principal amount of 5.100% Senior Notes due 2030, issued at 99.889% of principal, and $600,000,000 aggregate principal amount of 5.550% Senior Notes due 2034, issued at 99.742% of principal.
The 2030 Notes mature March 1, 2030, with interest payable semi-annually on March 1 and September 1; the 2034 Notes mature August 22, 2034, with interest payable semi-annually on February 22 and August 22. Interest accrues from August 22, 2024. The Notes were issued under a Base Indenture dated December 1, 2014, as supplemented by an eighteenth supplemental indenture (2030 Notes) and a nineteenth supplemental indenture (2034 Notes), both dated August 22, 2024, with U.S. Bank Trust Company, National Association as trustee.
The Co-Issuers may redeem each series before its par call date (February 1, 2030 for the 2030 Notes and May 22, 2034 for the 2034 Notes) at the greater of a treasury-based make-whole price or 100%b of principal, plus accrued interest. On or after the par call date, redemption is at 100% of principal plus accrued interest. Upon a change of control event coupled with a related credit rating downgrade, holders may require repurchase at 101% of principal plus accrued and unpaid interest.
The indenture contains covenants limiting CDW and the guarantors' ability to create liens on certain assets to secure debt, enter into sale and lease-back transactions, and consolidate, merge, or dispose of substantially all assets, subject to exceptions. Customary events of default apply, including cross-acceleration, and holders of at least 25%c of a series can declare that series due and payable upon a non-bankruptcy event of default. The filing reports the offering as a new debt financing and incorporates Item 1.01 into Item 2.03 as a direct financial obligation.
02—Key points
Key Highlights
- Two new senior note series issued on August 22, 2024, totaling $1.2 billion in aggregate principal ($600,000,000 each).
- 5.100% Senior Notes due March 1, 2030, issued at 99.889% of principal; interest paid semi-annually on March 1 and September 1.
- 5.550% Senior Notes due August 22, 2034, issued at 99.742% of principal; interest paid semi-annually on February 22 and August 22.
- Issued under a Base Indenture dated December 1, 2014, supplemented by the eighteenth and nineteenth supplemental indentures, with U.S. Bank Trust Company, National Association as trustee.
- Optional redemption before par call dates (February 1, 2030 and May 22, 2034) at the greater of a treasury-based make-whole price or 100% of principal, plus accrued interest.
- Change of control with related rating downgrade triggers a holder put right at 101% of principal plus accrued and unpaid interest.
- Covenants restrict liens securing debt, sale and lease-back transactions, and consolidations, mergers, or sales of substantially all assets, subject to exceptions.
03—Questions
Frequently Asked Questions
Who issued the notes and who guarantees them?
CDW LLC, an Illinois limited liability company, and CDW Finance Corporation, a Delaware corporation, are the Co-Issuers. CDW Corporation and other subsidiaries are guarantors under the indenture.
What are the coupon rates and maturities of the new notes?
The 2030 Notes carry a 5.100% coupon and mature March 1, 2030. The 2034 Notes carry a 5.550% coupon and mature August 22, 2034. Each series accrues interest from August 22, 2024.
When are the first interest payments due?
The first interest payment on the 2030 Notes is due March 1, 2025, and the first interest payment on the 2034 Notes is due February 22, 2025.
Can the company redeem the notes early?
Yes. Before the applicable par call date, the Co-Issuers may redeem the notes at the greater of a make-whole price based on the treasury rate plus 25 basis points (2030 Notes) or 30 basis points (2034 Notes), or 100% of principal, plus accrued interest. On or after the par call date, redemption is at 100% of principal plus accrued interest.
What protections do noteholders have if control of the company changes?
If a change of control event occurs together with a related downgrade in the credit rating of the notes, holders may require the Co-Issuers to repurchase their notes at 101% of principal plus accrued and unpaid interest.
04—Continue