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 1.01. Entry into a Material Definitive Agreement.

On February 2, 2012, CDW LLC (“CDW”) and CDW Finance Corporation (“CDW Finance,” and together with CDW, the “Co-Issuers”) entered into a purchase agreement (the “Purchase Agreement”) among the Co-Issuers, the guarantors named therein (the “Guarantors”) and the initial purchaser named therein (the “Initial Purchaser”). Pursuant to the Purchase Agreement, the Co-Issuers have agreed to sell to the Initial Purchaser, and the Initial Purchaser has agreed to purchase from the Co-Issuers, $130,000,000 aggregate principal amount of additional 8.5% senior notes due 2019 (the “Notes”). The Purchase Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions whereby the Co-Issuers and the Guarantors, on the one hand, and the Initial Purchaser, on the other hand, have agreed to indemnify each other against certain liabilities. The sale of the Notes is expected to close on February 17, 2012, subject to customary closing conditions.

Item 8.01. Other Events.

Pricing of Notes Offering

In connection with the execution of the Purchase Agreement, on February 2, 2012, CDW Corporation (the “Company”) issued a press release announcing that the Co-Issuers have priced $130,000,000 aggregate principal amount of the Notes at an issue price of 104.375% in a private offering that is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). A copy of the press release announcing the pricing of the Notes offering 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.

Launch of Tender Offer

On February 2, 2012, the Company also announced that the Co-Issuers have commenced a cash tender offer (the “Tender Offer”) to purchase any and all of their outstanding $49,321,000 aggregate principal amount of 11.00% Senior Exchange Notes due 2015 (the “Senior Cash Pay Notes”) and any and all of their outstanding $79,672,076 aggregate principal amount of 11.50% / 12.25% Senior PIK Election Exchange Notes due 2015 (the “Senior PIK Election Exchange Notes,” and together with the Senior Cash Pay Notes, the “Senior Notes”). In connection with the Tender Offer, the Issuers are seeking from the holders of the Senior Notes consents to certain proposed amendments to the indenture for the Senior Notes that would eliminate substantially all of the restrictive covenants and certain events of default contained in the indenture governing the Senior Notes (the “Consent Solicitation”).

A copy of the press release announcing the Tender Offer and the Consent Solicitation is attached hereto as Exhibit 99.2 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

  

Description

99.1    Press release announcing the pricing of the Notes offering, dated February 2, 2012.
99.2    Press release announcing the launch of the Tender Offer and the Consent Solicitation, 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 3, 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 pricing of the Notes offering, dated February 2, 2012.
99.2    Press release announcing the launch of the Tender Offer and the Consent Solicitation, dated February 2, 2012.
Press Release Announcing The Pricing Of The Notes Offering

Exhibit 99.1

FOR IMMEDIATE RELEASE

Press Release

CDW Corporation Announces Pricing of 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”) have priced $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 were priced at 104.375% of par, and will be issued as additional 8.5% senior notes due 2019 under the indenture dated as of April 13, 2011. The sale of the Notes is expected to be completed on February 17, 2012, subject to customary closing conditions.

Upon the closing of the offering, the Issuers intend to use the 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 only being made by means of a private offering memorandum, and not being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful.

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 or not the Issuers will 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

Press Release Announcing The Launch Of The Tender Offer

Exhibit 99.2

FOR IMMEDIATE RELEASE

Press Release

CDW LLC and CDW Finance Corporation Commence Tender Offer and Consent Solicitation for Outstanding Senior Unsecured Notes due 2015

VERNON HILLS, Ill. – February 2, 2012 — CDW Corporation, a leading provider of technology solutions for business, government, education and healthcare, announced today that its wholly owned subsidiaries CDW LLC and CDW Finance Corporation (together, the “Issuers”) have commenced a cash tender offer and consent solicitation with respect to any and all of their outstanding $49,321,000 aggregate principal amount of 11.00% Senior Exchange Notes due 2015 (the “Senior Cash Pay Notes”) and any and all of their outstanding $79,672,076 aggregate principal amount of 11.50% / 12.25% Senior PIK Election Exchange Notes due 2015 (the “Senior PIK Election Notes,” and together with the Senior Cash Pay Notes, the “Senior Notes”) on the terms and subject to the conditions set forth in the Issuers’ Offer to Purchase and Consent Solicitation Statement, dated February 2, 2012 (the “Offer to Purchase”).

In connection with the tender offer, the Issuers are soliciting consents from the holders of the Senior Notes to certain proposed amendments that would eliminate substantially all of the restrictive covenants and certain events of default contained in the indenture governing the Senior Notes. The proposed amendments will be set forth in a supplemental indenture that is described in more detail in the Offer to Purchase. The supplemental indenture will not be executed unless and until the Issuers have received consents from holders of at least a majority in outstanding principal amount of the Senior Notes (excluding notes held by the Issuers or any of their affiliates), and the amendments will not become operative unless and until the Issuers have purchased the Senior Notes pursuant to the Offer to Purchase on the early settlement date described below. Holders who tender notes will be deemed to consent to the proposed amendments, and holders who consent will be required to tender their notes.

The tender offer and consent solicitation are subject to customary conditions, including, among others, the receipt of requisite consents to the supplemental indenture and the consummation of a refinancing transaction by the Issuers yielding net proceeds in an amount sufficient to complete their obligations under the tender offer and consent solicitation.

The tender offer will expire at 5:00 p.m., New York City time, on March 2, 2012, unless extended or earlier terminated by the Issuers (such date and time, as the same may be extended or earlier terminated, the “Expiration Date”). The consent solicitation will expire at 5:00 p.m., New York City time, on February 16, 2012, unless extended (such date and time, as the same may be extended, the “Consent Date”).

The total consideration for notes validly tendered before the Consent Date and accepted for payment will be $1,060.00 per $1,000.00 principal amount of Senior Cash Pay Notes and $1,062.50 per $1,000.00 principal amount of Senior PIK Election Notes, both of which include a consent payment of $30.00 per $1,000.00 principal amount of Senior Notes. If the notes are accepted for purchase, the Issuers will pay the applicable total consideration, plus accrued and unpaid interest up to, but not including, the date of payment, on an early settlement date, which is expected to occur promptly after the Consent Date and the satisfaction or waiver of the conditions to the tender offer.


The tender offer consideration for notes validly tendered after the Consent Date but before the Expiration Date and accepted for payment will be $1,030.00 per $1,000.00 principal amount of Senior Cash Pay Notes and $1,032.50 per $1,000.00 principal amount of Senior PIK Election Notes.

If the notes are accepted for purchase, the Issuers will pay the tender offer consideration, plus accrued and unpaid interest up to, but not including, the date of payment, which is expected to occur promptly after the Expiration Date and the satisfaction or waiver of the conditions to the tender offer.

We currently intend to redeem any Senior Notes not tendered in the tender offer and consent solicitation at their current redemption prices, but nothing in this press release should be construed as a notice of redemption with respect to the Senior Notes. The current redemption prices are $1,055.00 per $1,000.00 principal amount of Senior Cash Pay Notes and $1,057.50 per $1,000.00 principal amount of Senior PIK Election Notes.

Notes tendered and related consents may be withdrawn at any time on or prior to the Consent Date. Notes tendered after the Consent Date, but prior to the Expiration Date, may not be withdrawn, except in limited circumstances where withdrawal rights are required by law.

Barclays Capital Inc. is acting as the dealer manager and solicitation agent and D.F. King & Co., Inc. is the information agent and tender agent for the tender offer and consent solicitation. Requests for documents may be directed to D.F. King & Co., Inc. at (800) 290-6429 (toll-free) or (212) 269-5550 (collect). Questions regarding the tender offer or consent solicitation may be directed to Barclays Capital Inc. at (800) 438-3242 (toll-free) or (212) 528-7581 (collect).

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell or a solicitation of consents with respect to any securities. The tender offer and consent solicitation are only being made pursuant to the terms of the Offer to Purchase. The tender offer and consent solicitation are not being 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. None of CDW LLC, CDW Finance Corporation, the dealer manager and solicitation agent, the information agent and tender agent, the trustee or their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their Senior Notes in the tender offer or deliver their consent to the proposed amendments.

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