CDW Corporation (“CDW”) announced the results, as of 5:00 p.m., New York City time, on August 16, 2024 (the “Expiration Time”), of its previously announced cash tender offers for any and all of the outstanding 5.500% Senior Notes due 2024 (the “5.500% Notes”) and 4.125% Senior Notes due 2025 (the “4.125% Notes” and, together with the 5.500% Notes, the “Notes”) issued by CDW LLC and CDW Finance Corporation. The cash tender offers were announced on August 12, 2024, and were made pursuant to the Offer to Purchase and the related Notice of Guaranteed Delivery, each dated August 12, 2024 (the “Tender Offer Documents”). The following table presents the aggregate principal amount of the Notes tendered and not validly withdrawn as of the Expiration Time.
|
Title of Security
|
CUSIP
|
Principal Amount
Outstanding
|
Principal Amount
Tendered(1)
|
|
5.500% Notes due 2024
|
12513GBA6
|
$575,000,000
|
$391,412,000
|
|
4.125% Notes due 2025
|
12513GBE8
|
$600,000,000
|
$388,687,000
|
_______________
|
(1)
|
Amounts do not include the principal amount of the Notes tendered pursuant to the guaranteed delivery procedures described in the Tender Offer Documents. $1,095,000 of the Notes were tendered through the guaranteed delivery procedures, and we expect to accept such Notes for purchase upon their timely delivery.
|
CDW has accepted for purchase all Notes validly tendered and not validly withdrawn at or prior to the Expiration Time. Holders whose Notes have been accepted for purchase will also receive accrued and unpaid interest on the purchased Notes from, and including, the last interest payment date for such Notes up to, but excluding, the Settlement Date (as defined below). CDW also expects to accept Notes validly tendered and delivered pursuant to the guaranteed delivery procedures described in the Tender Offer Documents. The Guaranteed Delivery Date is August 20, 2024. CDW will not accept any further tenders.
The settlement date for Notes validly tendered and not validly withdrawn pursuant to the cash tender offers is expected to be August 22, 2024 (the “Settlement Date”), the second business day following the Guaranteed Delivery Date. On August 12, 2024, CDW priced an offering of $1,200,000,000 aggregate principal amount of new notes (the “New Notes Offering”). The New Notes Offering is expected to close on August 22, 2024, subject to customary closing conditions. CDW intends to use all or a portion of the net proceeds from the New Notes Offering to fund the purchase of the Notes.
BofA Securities and J.P. Morgan Securities LLC served as Joint Dealer Managers for the tender offer.
This news release is neither an offer to purchase nor a solicitation of an offer to sell any securities. The tender offers were made only by, and pursuant to the terms of, the Tender Offer Documents. The tender offers were not made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction where the laws require the tender offers to be made by a licensed broker or dealer, the tender offers were made by the Joint Dealer Managers on behalf of the Issuers. None of the Issuers, the Tender and Information Agent or the Joint Dealer Managers, nor any of their affiliates, has made any recommendation as to whether holders should tender or refrain from tendering all or any portion of their Notes in response to the tender offers.
About CDW
CDW Corporation is a leading multi-brand provider of information technology solutions 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 helps its customers to navigate an increasingly complex IT market and maximize return on their technology investments. For more information about CDW, please visit www.CDW.com.
Caution Concerning Forward-Looking Statements
Statements in this release that are not statements of historical fact are forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including without limitation statements regarding the future dividends, earnings growth, capital allocation and other strategic plans of CDW. These forward-looking statements are subject to risks and uncertainties that may cause actual results or events to differ materially from those described in such statements. Although CDW believes that its plans, intentions and other expectations reflected in or suggested by such forward-looking statements are reasonable, it can give no assurance that it will achieve those plans, intentions or expectations. Reference is made to a more complete discussion of forward-looking statements and applicable risks contained under the captions "Forward-Looking Statements" and "Risk Factors" in CDW's Annual Report on Form 10-K for the year ended December 31, 2023 and subsequent filings with the SEC. CDW undertakes no obligation to update or revise any of its forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by law.
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