01—Abstract
Summary
Summary of the 8-K filed September 15, 2026. Cited figures are marked; the original filing is the authoritative source.
CDW LLC and CDW Finance Corporation (the Co-Issuers), with CDW Corporation as guarantor, entered into an underwriting agreement dated September 14, 2026 with BofA Securities, Inc., J.P.
Morgan Securities LLC, Mizuho Securities USA LLC, and Wells Fargo Securities, LLC as representatives of the underwriters. Under the agreement, the Co-Issuers agreed to issue and sell in a registered public offering $600,000,000a of 5.700% Senior Notes due 2029, $500,000,000 of 6.100% Senior Notes due 2032, and $400,000,000 of 6.350% Senior Notes due 2033, for total aggregate principal of $1.5 billion. The offering is expected to close on September 21, 2026, subject to customary closing conditions.
The offering is being made under an effective Form S-3ASR registration statement (File No. 333-293652) first filed February 23, 2026, along with a preliminary prospectus supplement dated September 14, 2026 and a free writing prospectus of the same date. The underwriting agreement includes customary representations, warranties, and mutual indemnification and contribution provisions. Certain information in the agreement has been redacted under Item 601(a)(6) of Regulation S-K.
For investors, the filing's key content is the size, pricing structure by maturity, and guarantee arrangement of the new senior notes. The filing does not state the use of proceeds, the offering price, or the resulting effect on the company's debt or financial position.
02—Key points
Key Highlights
- On September 14, 2026, CDW LLC and CDW Finance Corporation entered into an underwriting agreement to issue $1.5 billion in aggregate principal of senior notes in a registered public offering.
- The 2029 Notes carry a 5.700% coupon and total $600,000,000 in principal.
- The 2032 Notes carry a 6.100% coupon and total $500,000,000 in principal.
- The 2033 Notes carry a 6.350% coupon and total $400,000,000 in principal.
- CDW Corporation acts as guarantor of the notes, and the offering is expected to close on September 21, 2026, subject to customary closing conditions.
- The offering is made under an effective Form S-3ASR shelf registration (File No. 333-293652) filed February 23, 2026, with a preliminary prospectus supplement and free writing prospectus dated September 14, 2026.
- Certain information in the underwriting agreement is redacted under Item 601(a)(6) of Regulation S-K.
03—Questions
Frequently Asked Questions
How much debt is CDW issuing and what are the terms?
The Co-Issuers agreed to sell $600 million of 5.700% Senior Notes due 2029, $500 million of 6.100% Senior Notes due 2032, and $400 million of 6.350% Senior Notes due 2033, totaling $1.5 billion in aggregate principal amount.
Who is guaranteeing the notes?
CDW Corporation, the parent company, is named as guarantor of the notes in the underwriting agreement.
Who are the underwriters for the offering?
BofA Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, and Wells Fargo Securities, LLC are the representatives of the several underwriters named in the agreement.
When is the offering expected to close?
The offering is expected to close on September 21, 2026, subject to customary closing conditions.
How is the offering being registered and documented?
The offering is made under an effective Form S-3ASR registration statement (File No. 333-293652) first filed February 23, 2026, together with a preliminary prospectus supplement dated September 14, 2026 and a free writing prospectus dated September 14, 2026.
04—Continue