CDW Corp Form 8-K Summary
Business Context and Reporting Period
This Current Report (Form 8-K) was filed by CDW Corporation on December 9, 2010. The report details significant capital market transactions involving the issuance of senior secured notes and an amendment to the company's existing term loan agreement.
Key Financial Metrics and Debt Structure
- Senior Secured Notes: CDW LLC and CDW Finance Corporation agreed to issue $450 million in 8% senior secured notes due 2018. The initial purchasers exercised the full over-allotment option, adding an additional $50 million, for a total aggregate principal amount of $500 million.
- Term Loan Amendment: The company amended its term loan agreement to extend the maturity date of approximately $1.132 billion of its term loans from October 10, 2014, to July 15, 2017.
- Total Term Loan Context: The amended term loans represent a portion of the $1.6725 billion in term loans expected to be outstanding after the note sale and subsequent paydown.
- Cash Flow and Liquidity: The filing does not provide specific cash flow, revenue, or profit figures. Proceeds from the note sale are intended to pay down existing term loans.
Material Changes
The primary material change is the expansion of the company's debt capacity through the full exercise of the over-allotment option on the new notes, increasing the issuance from $450 million to $500 million. Additionally, the maturity profile of a significant portion of the company's term debt has been extended by nearly three years.
Outlook, Risks, and Closing Conditions
The sale of the notes and the effectiveness of the Term Loan Amendment are expected to close on December 17, 2010. These transactions are subject to the satisfaction or waiver of certain customary closing conditions. The filing does not contain specific management commentary on future revenue guidance or operational risks beyond the standard closing conditions for the debt transactions.
Investor Verification Checklist
- Confirm the closing of the $500 million note issuance on or before December 17, 2010.
- Verify the effective date of the Term Loan Amendment extending the maturity of $1.132 billion in debt to July 15, 2017.
- Review the final use of proceeds to ensure the intended paydown of term loans occurs as disclosed.
- Check for any subsequent filings regarding the satisfaction of closing conditions.