CDW Corp Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by CDW Corporation on May 21, 2015, covering events occurring on May 17, 2015, and May 19, 2015. The filing details the entry into material definitive agreements regarding a secondary public offering of common stock by selling stockholders and a concurrent share repurchase by the Company.
Key Financial Metrics and Transaction Details
- Public Offering: 10,000,000 shares of common stock to be sold by Selling Stockholders at a public offering price of $36.80 per share.
- Over-Allotment Option: Underwriters granted an option to purchase up to an additional 1,500,000 shares.
- Company Proceeds: The Company will receive no proceeds from the public offering.
- Share Repurchase: The Company agreed to repurchase 2,000,000 shares from Sponsor Selling Stockholders at $36.60 per share.
- Repurchase Funding: Expected to be funded via cash on hand and/or borrowings under the senior secured asset-based revolving credit facility.
- Closing Date: Expected on May 22, 2015.
Material Changes
The filing reports the execution of an Underwriting Agreement with Barclays Capital Inc. and a Share Repurchase Agreement. These transactions represent a significant change in the Company's capital structure and liquidity position, specifically involving the reduction of shares held by Sponsor Selling Stockholders and the potential increase in debt or reduction in cash reserves to fund the repurchase.
Outlook, Risks, and Contingencies
The closing of the share repurchase is contingent upon the closing of the public offering, though the public offering is not contingent on the repurchase. The filing notes that the summaries of the agreements are qualified in their entirety by reference to the full agreements attached as exhibits. No specific forward-looking guidance or risk factors beyond the transaction contingencies are detailed in this specific report text.
Investor Verification Checklist
- Verify the final closing date of the offering and repurchase (expected May 22, 2015).
- Confirm the total number of shares repurchased and the exact funding source (cash vs. credit facility draw).
- Review the full Underwriting Agreement (Exhibit 1.1) and Share Repurchase Agreement (Exhibit 10.1) for specific covenants and conditions.
- Monitor the impact of the repurchase on the Company's liquidity and debt covenants under its revolving credit facility.