CDW Corp 8-K Summary: November 23, 2015
Business Context and Reporting Period
This Form 8-K, dated November 23, 2015, reports a material definitive agreement entered into by CDW Corporation. The filing details an underwritten secondary offering of common stock by selling stockholders, with the transaction closing on November 30, 2015.
Key Financial Metrics and Transaction Details
- Shares Sold: 8,000,000 shares of common stock sold by Selling Stockholders.
- Offering Price: $44.05 per share.
- Option Shares: Underwriters granted a 30-day option to purchase up to 1,200,000 additional shares.
- Company Proceeds: $0. The Company received no proceeds from the sale of the shares.
- Company Repurchase: CDW repurchased 1,000,000 shares from the Underwriters at the price paid to the Selling Stockholders.
- Funding Source: The repurchase was funded using cash on hand and borrowings under the Company's secured asset-based revolving credit facility.
Material Changes
The primary material change is the reduction of shares held by Selling Stockholders and a corresponding increase in shares held by the Company (via repurchase) and the public market. The filing does not provide comparative financial metrics (revenue, profit, cash flow) as this is a transactional report rather than a periodic financial statement.
Outlook, Risks, and Contingencies
The filing does not contain management commentary on future outlook, risks, or contingencies beyond the standard disclosure that the summary of the Underwriting Agreement is qualified by reference to the full agreement attached as Exhibit 1.1.
Key Facts for Investor Verification
- Verify the identity of the Selling Stockholders to understand potential dilution or insider sentiment.
- Confirm the impact of the 1,000,000 share repurchase on the Company's outstanding share count and treasury stock.
- Review the Company's secured asset-based revolving credit facility terms to assess the impact of the borrowings used to fund the repurchase.
- Check if the 1,200,000 share option was exercised within the 30-day window.