CDW Corporation Announces Proposed Registered Offering of $630 Million of Senior Notes due 2029
CDW Corporation (NASDAQ: CDW) announced its intention to offer $630 million in senior notes due 2029. The proceeds will be used to redeem all outstanding $600 million senior notes due 2025 at a redemption price of 103.75%, plus accrued interest. The redemption depends on the successful pricing and closing of this offering. Morgan Stanley and other leading firms are acting as joint book-running managers for the note offering. CDW's subsidiary guarantees the notes on a senior unsecured basis, while the press release emphasizes that all forward-looking statements are subject to various risks.
- Intended offering of $630 million in senior notes to strengthen financial position.
- Proceeds to fund redemption of $600 million in higher-cost senior notes due 2025, potentially lowering future interest expenses.
- Redemption of notes contingent upon the successful pricing and closing of the new offering, which poses execution risk.
LINCOLNSHIRE, Ill., Aug. 10, 2020 (GLOBE NEWSWIRE) -- 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”) intend to offer, subject to market and other customary conditions,
The Issuers intend to use the proceeds from the Note Offering, together with cash on hand, (a) to fund the redemption of all of their outstanding
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, Barclays Capital Inc., Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, BofA Securities, Inc., Capital One Securities, Inc., MUFG Securities Americas Inc. and Goldman Sachs & Co. LLC are acting as joint book‑running managers and RBC Capital Markets, LLC, U.S. Bancorp Investments, Inc. and Siebert Williams Shank & Co., LLC 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) Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (866) 603-5847 or by e-mail at Barclaysprospectus@broadridge.com, (iii) Wells Fargo Securities, LLC, 550 S. Tryon Street, 5th Floor, Charlotte, NC 28202, by fax at (704) 410-4874 (with such fax to be confirmed by telephone to (704) 410-4885) Attention: Leveraged Syndicate or by e-mail at IBCMDCMLSHYLeveragedSyndicate@wellsfargo.com, (iv) J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, Attn: Prospectus Department, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone: 1-866-803-9204, (v) BofA Securities, Inc., NC1-004-0343, 200 North College Street, 3rd floor, Charlotte, NC 28255-0001, Attn: Prospectus Department, or by email at dg.prospectus_requests@bofa.com, (vi) Capital One Securities, Inc., by e-mail at cos-onboarding@capitalone.com, (vii) 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, (viii) Goldman Sachs & Co. LLC, Goldman Sachs & Co. LLC, 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, (ix) ROYAL BANK OF CANADA, 200 Vesey Street, New York, New York 10281, (x) U.S. Bancorp Investments, Inc., by telephone (toll-free) at (877) 558-2607 or (xi) Siebert Williams Shank & Co., LLC, by telephone at (212) 830-4536 or by e-mail at dfinkelstein@siebertwilliams.com.
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 August 10, 2020, to which this communication relates. Copies of the Registration Statement on Form S-3ASR, the base prospectus and the preliminary 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 2025 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 proposed Note Offering and the anticipated redemption of the 2025 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 in fact offer the Notes or consummate the Note Offering, which is subject to various 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 Corporation (Nasdaq: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 and member of the S&P 500 Index, CDW was founded in 1984 and employs over 10,000 coworkers. For the trailing twelve months ended June 30, 2020, CDW generated Net sales over
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