FWP

Issuer Free Writing Prospectus filed pursuant to Rule 433

supplementing the Preliminary Prospectus Supplement dated

September 12, 2019 and the Prospectus dated October 16, 2017

Registration No. 333-220980

Pricing Term Sheet

CDW LLC

CDW FINANCE CORPORATION

$600,000,000 4.250% Senior Notes due 2028

Pricing Supplement, dated September 12, 2019, to the Preliminary Prospectus Supplement, dated September 12, 2019 (the “Preliminary Prospectus Supplement”), and related Base Prospectus, dated October 16, 2017 (the “Base Prospectus”), of CDW LLC and CDW Finance Corporation. This supplement (this “Pricing Supplement”) is qualified in its entirety by reference to the Preliminary Prospectus Supplement and the Base Prospectus. The information in this Pricing Supplement supplements the Preliminary Prospectus Supplement and the Base Prospectus and supersedes the information in the Preliminary Prospectus Supplement and the Base Prospectus to the extent inconsistent with the information in the Preliminary Prospectus Supplement and Base Prospectus. Terms used herein and not defined herein have the meanings assigned to such terms in the Preliminary Prospectus Supplement and the Base Prospectus.

The aggregate principal amount of notes to be issued in the offering increased from $550,000,000 to $600,000,000. The increased amount of $50,000,000 will be used for general corporate purposes. The information in the Preliminary Prospectus Supplement (including, but not limited to, the financial information in the capitalization table and use of proceeds) is deemed to have changed to the extent affected by the increase in the size of the offering of the Notes.

 

 

 

Issuers:    CDW LLC (“CDW”) and CDW Finance Corporation (“Finance Co” and, together with CDW, the “Issuers”)
Title of Securities:    4.250% Senior Notes due 2028 (the “Notes”)
Aggregate Principal Amount:    $600,000,000, which represents an increase of $50,000,000 from the offering size in the Preliminary Prospectus Supplement
Gross Proceeds to Issuers:    $600,000,000
Net Proceeds to Issuers before Gross Spread:    $600,000,000
Final Maturity Date:    April 1, 2028
Issue Price:    100.000% plus accrued interest, if any, from September 26, 2019
Coupon:    4.250%
Spread to Benchmark Treasury:    +250 basis points


Benchmark Treasury:    UST 2.750% due February 2028
Gross Spread:    1.000% of the principal amount of the Notes
Interest Payment Dates:    April 1 and October 1
Record Dates:    March 15 and September 15
First Interest Payment Date:    April 1, 2020
Optional Redemption:    On or after October 1, 2022, the Issuers may redeem all or part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, to the date of redemption, subject to the rights of Holders of Notes on any relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on October 1 of the years indicated below.
  

Year       Percentage

2022         102.125%

2023         101.063%

2024 and thereafter  100.000%

Optional Redemption with Equity Proceeds:    At any time prior to October 1, 2022, the Issuers may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 104.250% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date.
Make-Whole Redemption:   

At any time prior to October 1, 2022, the Issuers may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of the date of redemption, and accrued and unpaid interest, if any, to the date of redemption, subject to the rights of Holders of Notes on any relevant record date to receive interest due on the relevant interest payment date.

 

Applicable Premium” means, with respect to any Note on any applicable redemption date, the greater of:

 

(a)   1% of the then-outstanding principal amount of such Note; and

 

(b)   the excess, if any, of:

 

(1)   the present value at such redemption date of (i) the redemption price of the Note at October 1, 2022 (such redemption price being set forth under “Optional Redemption” above) plus (ii) all required interest payments due on the Note through October 1, 2022 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over


  

(2)   the then-outstanding principal amount of the Note.

 

Treasury Rate” means, as of the applicable redemption date, the weekly average rounded to the nearest 1/100th of a percentage point (for the most recently completed week for which such information is available as of the date that is two Business Days prior to the redemption date or, in the case of a satisfaction and discharge or defeasance, at least two Business Days prior to the date on which the Issuers deposit the amounts required under the Indenture) of the yield to maturity of United States Treasury securities with a constant maturity (as compiled and published in Federal Reserve Statistical Release H.15 with respect to each applicable day during such week (or, if such Statistical Release is no longer published or no market data appears thereon, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to October 1, 2022; provided, however, that if the period from such redemption date to October 1, 2022 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

Change of Control Offer:    101%, plus accrued and unpaid interest, if any, to, but not including, the date of payment.
CUSIP/ISIN Numbers:   

CUSIP: 12513G BD0

ISIN: US12513GBD07

Joint Book-Running Managers:   

Morgan Stanley & Co. LLC

J.P. Morgan Securities LLC

Barclays Capital Inc.

Goldman Sachs & Co. LLC

MUFG Securities Americas Inc.

Wells Fargo Securities, LLC

Co-Managers:   

BofA Securities, Inc.

Capital One Securities, Inc.

RBC Capital Markets, LLC

U.S. Bancorp Investments

Trade Date:    September 12, 2019
Settlement Date:   

September 26, 2019 (T+10)

 

It is expected that delivery of the notes will be made against payment therefor on or about September 26, 2019, which will be the tenth business day following the date hereof (such settlement cycle being herein referred to as “T+10”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes prior to the date that is two business days preceding the settlement date will be required, by virtue of the fact that the notes initially will settle T+10, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of notes who wish to trade the notes prior to the date that is two business days preceding the settlement date should consult their own advisor.


Denominations:    $2,000 and integral multiples of $1,000
Distribution:    SEC Registered (Registration No. 333-220980)
Trustee:    U.S. Bank National Association

 

 

This information does not purport to be a complete description of these securities or the offering. Please refer to the Preliminary Prospectus Supplement and the Base Prospectus for a complete description.

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

The Issuers have filed a registration statement (Registration No. 333-220980) (including the Preliminary Prospectus Supplement and the Base Prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the Preliminary Prospectus Supplement and the Base Prospectus in that registration statement and other documents the Issuers have filed with the SEC, including those incorporated by reference into the Preliminary Prospectus Supplement and the Base Prospectus, for more complete information about the Issuers and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Issuers or the underwriters will arrange to send you the Preliminary Prospectus Supplement and the Base Prospectus if you request it by contacting (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) J.P. Morgan Securities LLC, 383 Madison Avenue, 3rd Floor, New York, NY 10179, Attention: Syndicate Desk or by telephone (toll-free) at (800) 245-8812 or by e-mail at hy_syndicate@restricted.chase.com, (iii) Barclays Capital Inc., c/o Broadridge Financial Solutions , 1155 Long Island Avenue, Edgewood, NY 11717 by e-mail at Barclaysprospectus@broadridge.com, (iv) Goldman Sachs & Co. LLC, Attention: 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, (v) 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, (vi) Wells Fargo Securities, LLC, by telephone (toll-free) at (800) 326-5897, (vii) BofA Securities, Inc., BofA Merrill Lynch, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte NC 28255-0001, Attn: Prospectus Department, or by email at dg.prospectus_requests@baml.com, (viii) RBC Capital Markets, LLC, 200 Vesey Street, 8th Floor New York, New York 10281, Attention: Leveraged Capital Markets; or by telephone at 1-877-280-1299 or (ix) U.S. Bancorp Investments, Inc., by telephone (toll-free) at (877) 558-2607.

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