CDW Corp Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by CDW Corporation on February 22, 2011. The filing discloses significant corporate actions regarding the company's debt structure, specifically involving its wholly owned subsidiaries CDW LLC and CDW Finance Corporation.
Key Financial Metrics and Debt Actions
The filing details two major debt-related initiatives:
- Senior Secured Term Loan: CDW LLC is pursuing a proposed repricing of the extended portion of its outstanding senior secured term loan facility to capitalize on lower interest rates in the senior secured debt market.
- Senior Notes Tender Offer: The company has commenced a cash tender offer to purchase up to $890,000,000 aggregate principal amount of 11.00% Senior Exchange Notes due 2015 and $316,974,000 aggregate principal amount of 11.50% / 12.25% Senior PIK Election Exchange Notes due 2015.
The filing does not provide specific values for revenue, profit, cash flow, margins, or overall liquidity metrics.
Material Changes and Proposed Amendments
In connection with the tender offer, the Issuers are soliciting consents from holders of the Senior Notes to amend the indenture. The proposed amendments aim to:
- Eliminate substantially all restrictive covenants contained in the indenture.
- Remove certain events of default governing the Senior Notes.
Outlook, Risks, and Contingencies
Management has highlighted specific contingencies regarding these actions:
- Term Loan Repricing: The proposed amendment is subject to lender consent and other conditions. The filing explicitly states the repricing may not occur as described or at all.
- Tender Offer: The success of the offer and the consent solicitation depends on the participation of note holders.
Key Facts for Investor Verification
- Verify the final terms and interest rate of the proposed repricing of the senior secured term loan facility.
- Monitor the acceptance rate of the cash tender offer for the $1.2 billion aggregate principal amount of Senior Notes.
- Confirm whether the necessary consents are obtained to eliminate restrictive covenants and events of default in the Senior Notes indenture.
- Review the attached press releases (Exhibits 99.1 and 99.2) for detailed pricing and procedural information.