CDW Corp 8-K Summary: August 12, 2015
Business Context and Reporting Period
This Form 8-K, dated August 12, 2015, reports a material definitive agreement entered into by CDW Corporation regarding a secondary offering of common stock. The transaction involved selling stockholders and was executed with Barclays Capital Inc. as the representative underwriter.
Key Financial Metrics and Transaction Details
- Shares Sold: 11,250,000 shares of common stock by Selling Stockholders.
- Offering Price: $38.25 per share.
- Option Shares: An option to purchase an additional 1,687,500 shares was exercised on August 13, 2015.
- Closing Date: August 18, 2015.
- Company Proceeds: The filing explicitly states the Company will not receive any proceeds from the sale of the shares by the Selling Stockholders.
- Company Repurchase: CDW repurchased 2,250,000 shares from the Underwriters at the underwriters' purchase price.
- 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 through the repurchase of 2,250,000 shares. This transaction does not represent a primary capital raise for CDW Corporation.
Outlook, Risks, and Management Commentary
The filing contains no forward-looking guidance, management commentary on future operations, or specific risk factors beyond the standard legal qualifications regarding the Underwriting Agreement. The transaction was conducted pursuant to an effective Registration Statement on Form S-3ASR filed in October 2014.
Key Facts for Investor Verification
- Verify that the Company received no net proceeds from the 11,250,000 share offering.
- Confirm the impact of the 2,250,000 share repurchase on the Company's cash position and debt levels under the revolving credit facility.
- Review the identity of the Selling Stockholders to understand potential changes in ownership structure.
- Check subsequent filings for the final impact on the Company's share count and diluted earnings per share.