CDW CORPORATION (NASDAQ:CDW) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
On February23, 2017, CDW LLC (CDW) and CDW Finance Corporation
(CDW Finance, and together with CDW, the Co-Issuers) entered into
an underwriting agreement (the Underwriting Agreement) among the
Co-Issuers, CDW Corporation (the Company), certain other
guarantors named therein (the Guarantors) and J.P. Morgan
Securities LLC, as representative of the several underwriters
named therein (the Underwriters) in connection with the offer and
sale of $600,000,000 aggregate principal amount of 5.0% senior
notes due 2025 (the Notes). The Underwriting Agreement contains
customary representations and warranties of the parties and
indemnification and contribution provisions whereby the
Co-Issuers, the Company and the Guarantors, on the one hand, and
the Underwriters, on the other hand, have agreed to indemnify
each other against certain liabilities. The sale of the Notes is
expected to be completed on March2, 2017, subject to customary
closing conditions.
The offering was made to (i)an effective Registration Statement
on Form S-3ASR (the Registration Statement) filed with the
Securities and Exchange Commission (the SEC) on October16, 2014
(File No.333-199425), including a related base prospectus dated
October16, 2014, and (ii)a related prospectus supplement dated
February23, 2017 and filed with the SEC on February27, 2017 to
Rule 424(b)(5) under the Securities Act of 1933.
The description of the Underwriting Agreement in this Current
Report on Form 8-K is a summary and is qualified in its entirety
by the terms of the Underwriting Agreement. The Underwriting
Agreement is attached as Exhibit 1.1 to this Current Report on
Form 8-K and is incorporated herein by reference and is to be
incorporated in its entirety into the Registration Statement.
| Item8.01. |
Other Events. |
In connection with the execution of the Underwriting Agreement,
on February23, 2017, the Company issued a press release
announcing that the Co-Issuers priced the Notes in a registered
offering. A copy of the press release announcing the pricing of
the registered offering of the Notes is attached as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated herein by
reference.
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.
| Item9.01. | Financial Statements and Exhibits. |
(d) Exhibits
|
ExhibitNo. |
Description |
|
| 1.1 |
Underwriting Agreement, dated as of February 23, 2017, by and among the Co-Issuers, the Company, the Guarantors and the Underwriters. |
|
| 99.1 |
Press release announcing pricing of the registered offering of the Notes, dated February 23, 2017. |
About CDW CORPORATION (NASDAQ:CDW)
CDW Corporation (CDW) provides integrated information technology (IT) solutions. The Company’s segments include Corporate, Public and Other. The Corporate segment consists of private sector business customers. The Corporate segment is divided into a medium/large business customer channel, serving customers with approximately 100 employees and a small business customer channel, serving customers with over 100 employees. The Public segment consists of government agencies and education and healthcare institutions. The Other segment includes CDW Advanced Services, Canada and Kelway. The CDW Advanced Services business consists of customized engineering services delivered by technology specialists and engineers, and managed services that include infrastructure as a service offering. Its array of offerings ranges from discrete hardware and software products to integrated IT solutions, such as mobility, security, data center optimization, cloud computing, virtualization and collaboration. CDW CORPORATION (NASDAQ:CDW) Recent Trading Information
CDW CORPORATION (NASDAQ:CDW) closed its last trading session up +0.88 at 59.78 with 847,882 shares trading hands.