CDW Corp Form 8-K Summary: Senior Notes Offering
Business Context and Reporting Period
CDW Corporation (CDW) filed a Current Report on Form 8-K dated September 21, 2026. The filing reports the completion of a registered offering of senior notes by CDW LLC and CDW Finance Corporation (the "Co-Issuers"), fully and unconditionally guaranteed by CDW Corporation.
Key Financial Metrics and Debt Structure
The company raised a total aggregate principal amount of $1.5 billion through three tranches of senior notes. The filing does not provide current revenue, profit, cash flow, or margin data, as this is a transactional filing rather than a periodic financial report.
| Note Series | Principal Amount | Coupon Rate | Maturity Date | Issue Price |
|---|---|---|---|---|
| 2029 Notes | $600,000,000 | 5.700% | September 21, 2029 | 99.908% |
| 2032 Notes | $500,000,000 | 6.100% | January 15, 2032 | 100.000% |
| 2033 Notes | $400,000,000 | 6.350% | September 21, 2033 | 99.805% |
Interest accrues from September 21, 2026. The first interest payment dates are March 21, 2027 (2029 and 2033 Notes) and January 15, 2027 (2032 Notes).
Material Changes and Covenants
This filing represents a material increase in the company's long-term debt obligations. The Notes are subject to customary covenants limiting the ability to create liens on assets, enter into sale and lease-back transactions, and consolidate or merge. No subsidiary of the Company guarantees the Notes.
Redemption, Repurchase, and Risks
- Redemption: The Co-Issuers may redeem the notes prior to the par call date at a "make-whole" price (greater of present value plus spread or 100% of principal). On or after the par call date, notes may be redeemed at 100% of principal plus accrued interest.
- Change of Control: Upon a Change of Control Repurchase Event, holders may require repurchase at 101% of principal plus accrued interest.
- Events of Default: Include failure to pay principal/interest, covenant breaches, and bankruptcy/insolvency events, which may trigger immediate acceleration of all outstanding notes.
Investor Verification Checklist
- Verify the use of proceeds from the $1.5 billion offering in subsequent filings (e.g., 10-Q or 10-K).
- Review the full text of the Base Indenture and Supplemental Indentures (Exhibits 4.1–4.7) for specific covenant limitations and exceptions.
- Monitor the company's liquidity position to ensure coverage of the new semi-annual interest obligations.
- Confirm the impact of the new debt on the company's leverage ratios and credit ratings.