CDW Corp false 0001402057 0001402057 2019-09-12 2019-09-12





Washington, D.C. 20549





Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 12, 2019



(Exact name of registrant as specified in its charter)







(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)


75 Tri-State International

Lincolnshire, Illinois



(Address of principal executive offices)


(Zip Code)

(847) 465-6000

(Registrant’s telephone number, including area code)


(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class





Name of each exchange

on which registered

Common stock, par value $0.01 per share




Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  



Item 7.01 Regulation FD Disclosure

On September 12, 2019, CDW LLC and CDW Finance Corporation (the “Issuers”), each wholly owned subsidiaries of CDW Corporation, delivered a conditional notice of redemption to the holders of the Issuers’ 5.0% Senior Notes due 2023 (the “Notes”) to redeem in full the entire outstanding aggregate principal amount of the Notes. The redemption is conditioned on the successful completion of a debt financing transaction and the receipt of net proceeds from that transaction in an amount sufficient to pay the redemption price. The conditional notice of redemption may be rescinded or amended if necessary.

This Current Report on Form 8-K does not constitute a notice of redemption and is qualified in its entirety by reference to the conditional notice of redemption delivered pursuant to the indenture that governs the Notes.

The information contained under Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.


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.





Date: September 12, 2019





/s/ Collin B. Kebo




Collin B. Kebo




Senior Vice President and Chief Financial Officer