CDW Corporation (NASDAQ: CDW), a leading multi-brand technology
solutions provider to business, government, education and
healthcare customers in the United States, the United Kingdom and
Canada, today announced that its wholly owned subsidiaries CDW LLC
and CDW Finance Corporation (together, the “Issuers”) have priced
an offering of $600 million in aggregate principal amount of 4.25%
senior notes due 2028 (the “Notes”), representing an increase of
$50 million in aggregate principal amount from the initially
proposed offering size, in an offering registered under the
Securities Act of 1933, as amended (the “Note Offering”). The Notes
were priced at 100% of par. The sale of the Notes is expected to be
completed on September 26, 2019, subject to customary closing
conditions.
The Issuers intend to use the proceeds from the
Note Offering, (a) to fund the redemption of all of their
outstanding $525 million aggregate principal amount of Senior Notes
due 2023 (the “2023 Senior Notes”) at a redemption price of 102.5%
of the principal amount redeemed plus accrued and unpaid interest
to the date of redemption and (b) to pay fees and expenses related
to such redemption and the Note Offering. The remaining proceeds
will be used for general corporate purposes. The Issuers have
issued a conditional notice of redemption to holders of the 2023
Senior Notes. The redemption of the 2023 Senior Notes is contingent
upon the closing of the Notes Offering.
The Notes will be fully and unconditionally
guaranteed, jointly and severally, on a senior unsecured basis by
CDW Corporation and by certain of CDW LLC’s current and future
direct and indirect wholly owned domestic subsidiaries.
Morgan Stanley & Co. LLC, J.P. Morgan
Securities LLC, Barclays Capital Inc., Goldman Sachs & Co. LLC,
MUFG Securities Americas Inc. and Wells Fargo Securities, LLC are
acting as joint book‑running managers and BofA Securities, Inc.,
Capital One Securities, Inc., RBC Capital Markets, LLC and U.S.
Bancorp Investments, Inc. are acting as co-managers for the Note
Offering. The Note Offering is being made only by means of a
prospectus supplement and an accompanying base prospectus. Copies
of the preliminary prospectus supplement and the accompanying base
prospectus relating to the Note Offering may be obtained from (i)
Morgan Stanley & Co. LLC, Attention: Prospectus
Department, 180 Varick Street, New York, NY 10014, by telephone
(toll-free) at (866) 718-1649 or by e-mail at
prospectus@morganstanley.com, (ii) J.P. Morgan Securities LLC, 383
Madison Avenue, 3rd Floor, New York, NY 10179, Attention: Syndicate
Desk or by telephone (toll-free) at (800) 245-8812 or by e-mail at
hy_syndicate@restricted.chase.com, (iii) Barclays Capital Inc., c/o
Broadridge Financial Solutions , 1155 Long Island Avenue,
Edgewood, NY 11717 by e-mail at Barclaysprospectus@broadridge.com,
(iv) Goldman Sachs & Co. LLC, Attention: Prospectus Department,
200 West Street, New York, NY 10282, telephone: 1-866-471-2526,
facsimile: 212-902-9316 or by emailing
Prospectus-ny@ny.email.gs.com, (v) MUFG Securities Americas Inc.,
Attention: Capital Markets Group, 1221 Avenue of the Americas, 6th
Floor, New York, NY 10020 by telephone at (877) 649-6848, (vi)
Wells Fargo Securities, LLC, by telephone (toll-free) at (800)
326-5897, (vii) BofA Securities, Inc., BofA Merrill Lynch,
NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte
NC 28255-0001, Attn: Prospectus Department, or by email at
dg.prospectus_requests@baml.com, (viii) RBC Capital Markets, LLC,
200 Vesey Street, 8th Floor New York, New York 10281, Attention:
Leveraged Capital Markets; or by telephone at 1-877-280-1299 or
(ix) U.S. Bancorp Investments, Inc., by telephone (toll-free) at
(877) 558-2607.
CDW Corporation, the Issuers and the subsidiary
guarantors of the Notes filed a Registration Statement on Form
S-3ASR, which was effective upon filing on October 16, 2017,
including a base prospectus dated October 16, 2017, and a
preliminary prospectus supplement dated September 12, 2019, to
which this communication relates. Copies of the Registration
Statement on Form S-3ASR, the base prospectus and the preliminary
prospectus supplement and, when available, copies of the final
prospectus supplement can be accessed through the Securities and
Exchange Commission’s website at www.sec.gov.
This press release is for informational purposes
only and shall not constitute (i) an offer to sell or the
solicitation of an offer to buy the Notes or any other securities
or (ii) an offer to buy, or a notice of redemption with respect to,
the 2023 Senior Notes or any other securities. The Note Offering is
not being made to any person in any jurisdiction in which the
offer, solicitation or sale is unlawful.
Forward-Looking Statements
This press release includes “forward-looking
statements,” including with respect to the Note Offering and the
anticipated redemption of the 2023 Senior Notes. Forward-looking
statements are subject to known and unknown risks and
uncertainties, many of which may be beyond our control that could
cause actual results to differ materially from those described in
such statements. Such risks and uncertainties include, but are not
limited to, whether the Issuers will consummate the Note Offering,
which is subject to customary closing conditions, and the
anticipated use of the proceeds of the Note Offering. Although CDW
believes that the forward-looking information presented in this
press release are reasonable, it can give no assurance that such
expectations will prove correct, and actual events may differ
materially from those made in or suggested by the forward-looking
information contained in this press release. Any forward‑looking
information presented herein is made only as of the date of this
press release, and we do not undertake any obligation to update or
revise any forward-looking information to reflect changes in
assumptions, the occurrence of unanticipated events, or
otherwise.
About CDW
CDW is a leading multi-brand technology
solutions provider to business, government, education and
healthcare customers in the United States, the United Kingdom and
Canada. A Fortune 500 company with multi-national capabilities, CDW
was founded in 1984 and employs more than 9,700 coworkers. For the
trailing twelve months ended June 30, 2019, the company generated
Net sales over $17 billion. For more information about CDW, please
visit www.CDW.com.
Contact:Investor
Inquiries:Brittany A. SmithVice President, Investor Relations
and Financial Planning and Analysis(847) 968-0238
Media Inquiries:Sara GranackVice President,
Corporate Communications(847) 419-7411
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