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): April 6, 2011
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 8.01. | Other Events. |
On April 6, 2011, CDW Corporation (the “Company”) announced that, in connection with the previously announced cash tender offer by CDW LLC (“CDW”) and CDW Finance Corporation (“CDW Finance,” and together with CDW, the “Co-Issuers”) for up to $665,138,000 aggregate principal amount (the “Maximum Tender Amount”) of the Co-Issuers’ outstanding 11.00% Senior Exchange Notes due 2015 (the “Senior Cash Pay Notes”) and the Co-Issuers’ outstanding 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”), pursuant to the Co-Issuers’ Offer to Purchase and Consent Solicitation Statement, dated as of February 22, 2011 and as subsequently amended and supplemented (as amended and supplemented, the “Offer to Purchase”), the withdrawal rights provided to all holders of Senior Notes that validly tendered (and did not validly withdraw) their Senior Notes expired at 5:00 p.m., New York City time, on April 5, 2011 (the “Withdrawal Right Expiration Date”).
The Company also announced that, as of the Withdrawal Right Expiration Date, the amount of Senior Notes validly tendered (and not validly withdrawn) has exceeded the Maximum Tender Amount. Since Senior Notes may no longer be withdrawn (except in the limited circumstances described in the Offer to Purchase), the Company announced that it expects that only the Maximum Tender Amount will be accepted for purchase, and the validly tendered Senior Notes will be purchased on a pro rata basis. The cash tender offer remains scheduled to expire at 8:00 a.m., New York City time, on April 12, 2011.
A copy of the press release announcing the expiration of the withdrawal rights and the valid tender of Senior Notes in excess of the Maximum Tender Amount is attached as Exhibit 99.1 and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 |
Press release announcing expiration of withdrawal rights and valid tender of Senior Notes in excess of the Maximum Tender Amount, dated April 6, 2011. | |
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: April 8, 2011 |
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 expiration of withdrawal rights and valid tender of Senior Notes in excess of the Maximum Tender Amount, dated April 6, 2011. | |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Press Release
CDW Corporation Announces Expiration of Withdrawal Rights
Pursuant to the Terms of the Previously Announced
Tender Offer
Maximum Tender Amount exceeded; tender offer to expire at 8:00 a.m., New York City time,
on April 12, 2011
VERNON HILLS, Ill. – April 6, 2011 — CDW Corporation, a leading provider of technology solutions for business, government, education and healthcare, today announced that, in connection with the previously announced cash tender offer by its wholly owned subsidiaries, CDW LLC and CDW Finance Corporation (collectively, the “Issuers”), for up to $665,138,000 aggregate principal amount (the “Maximum Tender Amount”) of the Issuers’ outstanding 11.00% Senior Exchange Notes due 2015 (the “Senior Cash Pay Notes”) and their outstanding 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”), pursuant to the Issuers’ Offer to Purchase and Consent Solicitation Statement, dated as of February 22, 2011 and as subsequently amended and supplemented (as amended or supplemented, the “Offer to Purchase”), the withdrawal rights provided to all holders of Senior Notes that validly tendered (and did not validly withdraw) their Senior Notes expired at 5:00 p.m., New York City time, on April 5, 2011 (the “Withdrawal Right Expiration Date”).
The Issuers will pay all holders of Senior Notes that validly tender (and do not validly withdraw) their Senior Notes on or prior to 8:00 a.m., New York City time, on April 12, 2011 (the “Expiration Date”), and whose Senior Notes are accepted for purchase, $1,090 per $1,000 principal amount of Senior Notes, plus accrued and unpaid interest up to, but not including, the date of payment, on the Final Settlement Date (as defined in the Offer to Purchase).
As of the Withdrawal Right Expiration Date, the amount of Senior Notes validly tendered (and not validly withdrawn) has exceeded the Maximum Tender Amount. Since Senior Notes may no longer be withdrawn (except in the limited circumstances described in the Offer to Purchase), we expect that only the Maximum Tender Amount will be accepted for purchase, and the Senior Notes will be purchased on a pro rata basis (with adjustments in order to avoid the purchase of Senior Notes in a principal amount other than multiples of $1,000, in the case of the Senior Cash Pay Notes, and other than multiples of $1, in the case of the Senior PIK Election Notes). As a result, each holder that validly tenders or has previously tendered Senior Notes may have a portion of their Senior Notes returned to them, and the amount of Senior Notes returned will depend on the ultimate level of participation of holders in the tender offer.
The sum of each holder’s validly tendered Senior Notes accepted for purchase will be determined by multiplying each holder’s tender by the proration factor, and rounding the product down to the nearest $1,000, in the case of the Senior Cash Pay Notes, and to the nearest $1, in the case of the Senior PIK Election Notes. The Issuers will determine the final proration factor
as soon as practicable after the Expiration Date and announce the results of such proration by press release or other permitted means.
The tender offer is subject to customary conditions, including, among others, that the Issuers receive net proceeds from a proposed refinancing in an amount sufficient to fund all of their obligations under the tender offer on terms and conditions acceptable to the Issuers. On March 29, 2011, CDW Escrow Corporation, a newly formed, wholly owned subsidiary of CDW Corporation (the “Escrow Issuer”), priced an offering of $725,000,000 in aggregate principal amount of 8.5% senior notes due 2019. Upon closing of the offering, which is subject to various customary conditions and is currently expected to occur on April 13, 2011, the gross proceeds of the offering will be deposited into a segregated escrow account and released to the Issuers if at least the Maximum Tender Amount of Senior Notes are validly tendered (and not validly withdrawn) in the tender offer as of the Expiration Date (the “Escrow Condition”). Because the Maximum Tender Amount of Senior Notes was validly tendered by the Withdrawal Right Expiration Date and because the Issuers do not currently intend to provide any future withdrawal rights, the Escrow Issuer expects to satisfy the Escrow Condition. If the Escrow Condition is in fact satisfied, upon release of the escrow, the Issuers intend to use the proceeds from the offering, together with borrowings under their revolving credit facility, to pay the consideration in the tender offer.
Holders of the Senior Notes are urged to read the Offer to Purchase, as amended and supplemented from time to time, carefully.
J.P. Morgan Securities LLC 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 J.P. Morgan Securities LLC at (800) 245-8812 (toll-free) or (212) 270-1200 (collect).
This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities of the Issuers or the Escrow Issuer. The tender offer is only being made pursuant to the terms of the Offer to Purchase, as amended or supplemented, including as amended hereby. The tender offer is 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.
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 Escrow Issuer will consummate the notes offering, the Escrow Condition will be satisfied or waived or the financing condition for the tender offer will
otherwise be satisfied and whether or not the proceeds of the notes offering will be used as anticipated. 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 technology specialists 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 and printers and solutions such as virtualization, collaboration, security, mobility, data center optimization and cloud computing. CDW was founded in 1984 and employs more than 6,200 coworkers.
Contact:
Collin Kebo
Vice President, Financial Planning
(847) 419-6383
investorrelations@cdw.com