CDW Corp Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by CDW Corporation on December 2, 2014, with the report date reflecting the earliest event of December 2, 2014. The filing details the entry into a material definitive agreement regarding an underwritten public offering of common stock.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The primary financial data relates to a secondary offering:
- Shares Sold: 17,250,000 shares initially, plus 2,250,000 option shares exercised by underwriters.
- Total Shares Issued: 19,500,000 shares.
- Offering Price: $33.28 per share.
- Company Proceeds: $0. The Company did not receive any proceeds from the sale of the shares.
- Sellers: Selling Stockholders (not the Company).
Material Changes
The material change reported is the execution of an underwriting agreement with Barclays Capital Inc. and the subsequent closing of the offering on December 8, 2014. This transaction resulted in a change in the Company's outstanding share count but did not alter the Company's cash position or debt levels as the proceeds went to the Selling Stockholders.
Outlook, Risks, and Management Commentary
The filing contains no management commentary regarding future business outlook, guidance, or specific risks beyond the standard incorporation of the Underwriting Agreement by reference. The transaction was conducted pursuant to an effective Registration Statement on Form S-3ASR filed on October 16, 2014.
Key Facts for Investor Verification
- Verify the identity of the "Selling Stockholders" to understand the dilution impact on existing shareholders.
- Confirm the total number of shares outstanding post-offering (19,500,000 shares added).
- Note that the Company received no capital from this transaction; it was a secondary offering.
- Review the Underwriting Agreement (Exhibit 1.1) for details on underwriting discounts and commissions paid by the Selling Stockholders.