CDW Corp Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by CDW Corporation on March 30, 2011, covering events that occurred on March 29, 2011. The filing details significant capital structure activities, including the pricing of a new debt offering, modifications to an existing tender offer, and the execution of a supplemental indenture.
Key Financial Metrics and Debt Activity
- New Debt Issuance: CDW Escrow Corporation agreed to sell $725,000,000 in aggregate principal amount of 8.5% senior notes due 2019. These notes were priced at par in a private offering.
- Existing Debt Refinancing: The company is conducting a cash tender offer and consent solicitation for $890,000,000 of 11.00% Senior Exchange Notes due 2015 and $316,974,000 of 11.50% / 12.25% Senior PIK Election Exchange Notes due 2015.
- Closing Date: The sale of the new 2019 notes is expected to close on April 13, 2011.
- Other Financials: The filing does not provide specific values for revenue, profit, cash flow, margins, or overall liquidity positions.
Material Changes and Events
- Entry into Material Definitive Agreement: Execution of a Purchase Agreement for the $725 million senior notes. Upon release from escrow, the notes will be assumed by CDW LLC and CDW Finance Corporation.
- Tender Offer Modifications: The expiration date of the tender offer for the 2015 notes has been extended, and certain other terms have been amended.
- Supplemental Indenture: A supplemental indenture was entered into regarding the company's 8% Senior Secured Notes due 2018.
Outlook, Risks, and Contingencies
The closing of the new notes offering is subject to customary closing conditions. The filing explicitly states that the Notes are not registered under the Securities Act of 1933 and may not be offered or sold in the United States without registration or an applicable exemption. The document serves as a current report and is not an offer to sell or a solicitation of an offer to buy the securities.
Key Facts for Investor Verification
- Verify the final closing of the $725 million 8.5% senior notes due 2019 on or around April 13, 2011.
- Monitor the acceptance rate and final terms of the tender offer for the outstanding 2015 notes (11.00% and 11.50%/12.25% series).
- Review the specific amendments made to the tender offer terms and the extended expiration date.
- Confirm the assumption of the new notes by the Co-Obligors (CDW LLC and CDW Finance Corporation) post-escrow release.