01—Abstract
Summary
Summary of the 8-K filed September 21, 2026. Cited figures are marked; the original filing is the authoritative source.
On September 21, 2026, CDW LLC and CDW Finance Corporation (the Co-Issuers) completed the sale of three series of senior notes in a registered offering: $600,000,000a of 5.700% Senior Notes due 2029 at an issue price of 99.908%, $500,000,000 of 6.100% Senior Notes due 2032 at 100.000%, and $400,000,000 of 6.350% Senior Notes due 2033 at 99.805%.
CDW Corporation fully and unconditionally guarantees the notes on an unsecured senior basis, and no subsidiary of the company guarantees them. Interest accrues from September 21, 2026, and is paid semi-annually. The notes were issued under a base indenture dated December 1, 2014, as supplemented by three new supplemental indentures dated September 21, 2026, with U.S. Bank Trust Company, National Association, as trustee.
The Co-Issuers may redeem each series before its par call date at a make-whole price based on treasury rates plus 15 basis points for the 2029 notes, 20 basis points for the 2032 notes, and 25 basis points for the 2033 notes. On or after the par call dates (August 21, 2029, December 15, 2031, and July 21, 2033, respectively), redemption is at 100%b of principal plus accrued interest. Upon a Change of Control Repurchase Event, holders may require repurchase at 101% of principal plus accrued interest.
The indenture includes covenants that limit liens securing debt, sale and lease-back transactions, and consolidations, mergers, or dispositions of all or substantially all assets, subject to exceptions. It also includes customary events of default, including cross-acceleration. The filing describes the new debt under Items 1.01 and 2.03 as a direct financial obligation.
02—Key points
Key Highlights
- Three senior note series were sold on September 21, 2026: $600 million of 5.700% notes due 2029, $500 million of 6.100% notes due 2032, and $400 million of 6.350% notes due 2033.
- Issue prices were 99.908% for the 2029 notes, 100.000% for the 2032 notes, and 99.805% for the 2033 notes.
- CDW Corporation fully and unconditionally guarantees the notes on an unsecured senior basis, and no subsidiary guarantees them.
- Interest is payable semi-annually, with the first payments due March 21, 2027 (2029 and 2033 notes) and January 15, 2027 (2032 notes).
- Make-whole redemption before the par call dates is priced at treasury rate plus 15, 20, or 25 basis points depending on the series, and redemption at par applies on or after the par call dates.
- Holders may require repurchase at 101% of principal plus accrued interest upon a Change of Control Repurchase Event.
- The indenture restricts liens securing debt, sale and lease-back transactions, and mergers or dispositions of substantially all assets, subject to exceptions.
03—Questions
Frequently Asked Questions
Who issued the notes, and who guarantees them?
CDW LLC and CDW Finance Corporation are the Co-Issuers. CDW Corporation fully and unconditionally guarantees the notes on an unsecured senior basis. The filing states that no subsidiary of the company guarantees the notes.
What are the maturities and coupon rates of the new notes?
The 5.700% notes mature September 21, 2029 ($600,000,000). The 6.100% notes mature January 15, 2032 ($500,000,000). The 6.350% notes mature September 21, 2033 ($400,000,000).
How can the Co-Issuers redeem the notes early?
Before the par call dates, the Co-Issuers may redeem at the greater of a make-whole amount based on treasury rates plus 15 basis points (2029 notes), 20 basis points (2032 notes), or 25 basis points (2033 notes), and 100% of principal, plus accrued interest. On or after the par call dates (August 21, 2029; December 15, 2031; and July 21, 2033), redemption is at 100% of principal plus accrued interest.
What protections do noteholders have?
The indenture limits liens securing debt, sale and lease-back transactions, and consolidations, mergers, or sales of all or substantially all assets, subject to exceptions. Upon a Change of Control Repurchase Event, holders may require repurchase at 101% of principal plus accrued interest. If bankruptcy or insolvency defaults occur, the notes become immediately due. For other defaults, the trustee, at the direction of holders of at least 25% of a series, may accelerate that series.
04—Continue