CDW Corp Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by CDW Corporation on September 9, 2014, covering events occurring on September 3, 2014. The filing details the entry into a material definitive agreement regarding an underwritten public offering of common stock by selling stockholders.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The primary financial data relates to the securities offering:
- Shares Offered: 15,000,000 shares of common stock.
- Public Offering Price: $31.95 per share.
- Over-Allotment Option: Underwriter granted an option to purchase up to an additional 2,250,000 shares.
- Company Proceeds: $0. The Company did not receive any proceeds from the sale of the shares; proceeds were received by the Selling Stockholders.
- Closing Date: September 8, 2014.
Material Changes
The material change reported is the execution of an underwriting agreement with Barclays Capital Inc. for the sale of shares by existing stockholders. This transaction results in an increase in the number of outstanding shares but does not alter the Company's capital structure or cash position directly.
Outlook, Risks, and Commentary
The filing contains no management commentary, forward-looking guidance, or discussion of risks specific to the Company's operations. The transaction was executed pursuant to a Registration Statement on Form S-3ASR filed on September 2, 2014. The Underwriting Agreement is filed as Exhibit 1.1.
Investor Verification Checklist
- Verify the identity of the Selling Stockholders listed in Schedule 2 of the Underwriting Agreement to assess potential dilution impact.
- Confirm the final number of shares sold, including whether the 30-day over-allotment option was exercised.
- Review the Registration Statement on Form S-3ASR (File No. 333-198510) for additional details on the selling stockholders' holdings.
- Check subsequent filings for any updates on the use of proceeds by the selling stockholders.