Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 2, 2012

 

 

CDW CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   333-169258   26-0273989

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

200 N. Milwaukee Avenue

Vernon Hills, Illinois

  60061
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (847) 465-6000

None

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 2.02. Results of Operations and Financial Condition.

and

 

Item 7.01. Regulation FD Disclosure.

In connection with the proposed offering of Notes, we will be disclosing to prospective investors certain selected information about our preliminary year end financial results and current indebtedness.

Based on preliminary financial results, we believe that we achieved record net sales and Adjusted EBITDA for 2011. We estimate that our total net sales in 2011 increased approximately 9% as compared to 2010. We also estimate that for 2011, our Adjusted EBITDA margin, which is Adjusted EBITDA as a percentage of total net sales, was between approximately 7.4% and 7.5%.

As of December 31, 2011, we estimate that our long term debt, as defined by GAAP, net of cash and cash equivalents was less than $4 billion, and as of that date, we had no borrowings under our senior secured revolving credit facility. In 2012, we estimate that we will be required to make an excess cash flow payment of approximately $201.0 million under our senior secured term loan facility. The excess cash flow payment is due within 10 business days of the filing of our Annual Report on Form 10-K for the year ended December 31, 2011. We currently intend to make an optional term loan prepayment on or before February 3, 2012 to satisfy $120.0 million of this obligation and to pay the balance of the excess cash flow payment when due.

All of our fourth quarter and year end financial results are subject to finalization. This information is unaudited and, because of the recent conclusion of our fiscal year, this information is, by necessity, preliminary in nature and based only upon preliminary information available to us as of the date of this report. In addition, this information has not been reviewed by our independent registered public accounting firm. Investors should exercise caution in relying on this information and should not draw any inferences from this information regarding financial or operating data not provided or our performance in future periods. We cannot assure you these preliminary results will not differ from the financial information reflected in our financial statements when they have been finalized. Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. For a reconciliation of net loss to Adjusted EBITDA, see our Quarterly Report on Form 10-Q for the quarter ended September 30, 2011. We expect to have the same types of adjustments between net income (loss) and Adjusted EBITDA for the fourth quarter and year ended December 31, 2011 as in the prior quarter.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 8.01. Other Events.

On February 2, 2012, CDW Corporation issued a press release announcing that its wholly owned subsidiaries CDW LLC and CDW Finance Corporation intend to offer, subject to market and other customary conditions, $130,000,000 in aggregate principal amount of additional 8.5% senior notes due 2019 (the “Notes”) in a private offering that is exempt from registration under the Securities Act. A copy of the press release announcing the private offering of the additional Notes is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The Notes have not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements. This Current Report on Form 8-K is neither an offer to sell nor the solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.


Item 9.01. Financial Statements and Exhibits.

 

Exhibit
No.

  

Description

99.1    Press release announcing the private offering of the Notes, dated February 2, 2012.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    CDW CORPORATION

Date: February 2, 2012

    By:  

/s/ Ann E. Ziegler

      Ann E. Ziegler
      Senior Vice President and Chief Financial Officer


EXHIBIT INDEX

 

Exhibit
No.

  

Description

99.1    Press release announcing the private offering of the Notes, dated February 2, 2012.
Press Release

Exhibit 99.1

FOR IMMEDIATE RELEASE

Press Release

CDW Corporation Announces

Proposed Private Offering of Additional Senior Notes

VERNON HILLS, Ill. – February 2, 2012 — CDW Corporation, a leading provider of technology solutions for business, government, education and healthcare, 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, $130,000,000 in aggregate principal amount of 8.5% senior notes due 2019 (the “Notes”) in a private offering that is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The Notes are being issued as additional 8.5% senior notes due 2019 under the indenture dated as of April 13, 2011.

Upon the closing of the offering, the Issuers intend to use the net proceeds from the offering, together with cash on hand and/or borrowings under their revolving credit facility, to pay the consideration in a planned concurrent tender offer and consent solicitation (the “Tender Offer”) that the Issuers intend to undertake in respect of their existing 11.00% Senior Exchange Notes due 2015 (the “Existing Senior Cash Pay Notes”) and 11.50% / 12.25% Senior PIK Election Exchange Notes due 2015 (the “Existing Senior PIK Election Notes,” and together with the Existing Senior Cash Pay Notes, the “Existing Senior Notes”), and to pay related fees and expenses. 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.

The Notes and related guarantees will be offered only to “qualified institutional buyers” in reliance on the exemption from registration pursuant to Rule 144A under the Securities Act and to persons outside of the United States in compliance with Regulation S under the Securities Act. The Notes and related guarantees have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.

This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities. The Notes offering is not being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful. Any offers of the Notes will be made only by means of a private offering memorandum.

Forward-Looking Statements

This press release contains certain forward-looking statements that are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such risks and uncertainties include, but are not limited to, whether the Issuers will in fact offer the Notes or consummate the offering, which is subject to various conditions, and the anticipated use of the proceeds of the offering. Important


assumptions and other important factors could cause actual results to differ materially from those expected. Except to the extent required by applicable federal securities laws, neither CDW Corporation nor any of its affiliates undertakes any obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise.

About CDW

CDW is a leading provider of technology solutions for business, government, education and healthcare. CDW features dedicated account managers who help customers choose the right technology products and services to meet their needs. The company’s solution architects offer expertise in designing customized solutions, while its advanced technology engineers assist customers with the implementation and long-term management of those solutions. Areas of focus include software, network communications, notebooks/mobile devices, data storage, video monitors, desktops, printers and solutions such as virtualization, collaboration, security, mobility, data center optimization and cloud computing. CDW was founded in 1984 and employs more than 6,600 coworkers.

Contact:

Collin Kebo

Vice President, Financial Planning

(847) 419-6383

investorrelations@cdw.com