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): May 10, 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 May 10, 2012, CDW LLC (“CDW”), CDW Finance Corporation (“FinanceCo” and together with CDW, the “Issuers”), CDW Corporation (“Parent”), certain other wholly owned guarantors (the “Subsidiary Guarantors” and together with the Parent, the “Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”), entered into each of the Second Senior Secured Note Supplemental Indenture, the Third Senior Subordinated Note Supplemental Indenture and the Fourth Senior Note Supplemental Indenture (collectively, the “Supplemental Indentures”) The Supplemental Indentures amend the Issuers’ existing indentures to, among other things, eliminate the ability to release the Parent’s guarantee, such that Parent’s guarantees are “full and unconditional” in accordance with guidance from the staff of the Securities and Exchange Commission. These amendments were effected pursuant to a provision in each of the indentures which permits the Issuers, the Guarantors and the Trustee to amend each of the indentures without notice to or consent of any noteholder in order to make any change that does not adversely affect the noteholders’ legal rights under the applicable indenture, provided that such changes shall not adversely affect the noteholders’ interests in any material respect, as determined in good faith by CDW’s board of directors.
Each of the Second Senior Secured Note Supplemental Indenture, the Third Senior Subordinated Note Supplemental Indenture and the Fourth Senior Note Supplemental Indenture is respectively attached hereto as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3 and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 4.1 | Second Senior Secured Note Supplemental Indenture, dated as of May 10, 2012, by and among the Issuers, the Guarantors and the Trustee. | |
| 4.2 | Third Senior Subordinated Note Supplemental Indenture, dated as of May 10, 2012, by and among the Issuers, the Guarantors and the Trustee. | |
| 4.3 | Fourth Senior Note Supplemental Indenture, dated as of May 10, 2012, by and among the Issuers, the Guarantors and the Trustee. | |
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: May 11, 2012 |
By: | /s/ Ann E. Ziegler | ||
| Ann E. Ziegler | ||||
| Senior Vice President and Chief Financial Officer | ||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 4.1 | Second Senior Secured Note Supplemental Indenture, dated as of May 10, 2012, by and among the Issuers, the Guarantors and the Trustee. | |
| 4.2 | Third Senior Subordinated Note Supplemental Indenture, dated as of May 10, 2012, by and among the Issuers, the Guarantors and the Trustee. | |
| 4.3 | Fourth Senior Note Supplemental Indenture, dated as of May 10, 2012, by and among the Issuers, the Guarantors and the Trustee. | |
Exhibit 4.1
SECOND SENIOR SECURED NOTE SUPPLEMENTAL INDENTURE
SECOND SENIOR SECURED NOTE SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 10, 2012, by and among CDW LLC, an Illinois limited liability company (the “Company”), CDW Finance Corporation, a Delaware corporation (“FinanceCo” and together with the Company, the “Issuers”), CDW Corporation, a Delaware corporation, and the subsidiaries of the Company party hereto (collectively, the “Guarantors”), and U.S. Bank National Association, as trustee (the “Trustee”), under the Indenture referred to below.
W I T N E S S E T H
WHEREAS, the Issuers, the Guarantors and the Trustee executed and delivered an indenture dated as of December 17, 2010, as amended by the first supplemental indenture dated as of March 29, 2011 (as so supplemented, the “Indenture”), providing for the issuance of 8% Senior Secured Notes due 2018 (the “Notes”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the Issuers and the Guarantors are authorized to execute and deliver this Supplemental Indenture without the consent of the Holders of the Notes.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Issuers, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
ARTICLE I
CAPITALIZED TERMS
Section 1.1 All capitalized terms which are used herein and not otherwise defined herein are defined in the Indenture and are used herein with the same meanings as in the Indenture.
ARTICLE II
AMENDMENTS TO INDENTURE
The Indenture is hereby amended effective as of the Issue Date in accordance with this Article II. Except as so amended, the Indenture shall continue in full force and effect.
Section 2.1 AMENDMENTS TO DEFINITIONS. The following definitions are added to Section 1.01 of the Indenture in appropriate alphabetical order.
(a) “Subsidiary Guarantee” means any guarantee of the obligations of CDW under this Indenture and the Notes by a Subsidiary Guarantor in accordance with the provisions of this Indenture.
(b) “Subsidiary Guarantors” means each of:
(1) the Domestic Subsidiaries of CDW that is a Restricted Subsidiary and a guarantor under the Senior Secured Term Loan as of the Issue Date; and
(2) any other Subsidiary of CDW that executes a Guarantee in accordance with the provisions of this Indenture.
Section 2.2 AMENDMENTS TO ARTICLES.
(a) Each reference to the term “Guarantor” in Section 10.08 of the Indenture is replaced with the term “Subsidiary Guarantor” and each reference to the term “Guarantee” in that Section is replaced with “Subsidiary Guarantee.”
(b) The reference to “subsidiary” in Section 10.08(1)(a) of the Indenture is deleted (the reference becomes duplicative as a result of the amendment to the Indenture made pursuant to Section 2.2(a) herein).
ARTICLE III
MISCELLANEOUS
Section 3.1 GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES.
Section 3.2 INSTRUMENTS TO BE READ TOGETHER. This Supplemental Indenture is an indenture supplemental to and in implementation of the Indenture, and said Indenture and this Supplemental Indenture shall henceforth be read together.
Section 3.3 CONFIRMATION. The Indenture as amended and supplemented by this Supplemental Indenture is in all respects confirmed and preserved.
Section 3.4 COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
Section 3.5 EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
Section 3.6 THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuers and the Guarantors.
[Signatures Pages Follow]
2
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed and attested, all as of the date first above written.
| CDW LLC | ||
| By: | /s/ Robert J. Welyki | |
| Name: Robert J. Welyki | ||
| Title: Vice President and Treasurer | ||
| CDW FINANCE CORPORATION | ||
| By: | /s/ Robert J. Welyki | |
| Name: Robert J. Welyki | ||
| Title: Vice President and Treasurer | ||
| CDW CORPORATION | ||
| By: | /s/ Robert J. Welyki | |
| Name: Robert J. Welyki | ||
| Title: Vice President and Treasurer | ||
| CDW TECHNOLOGIES, INC. | ||
| By: | /s/ Robert J. Welyki | |
| Name: Robert J. Welyki | ||
| Title: Vice President and Treasurer | ||
| CDW DIRECT, LLC | ||
| By: | /s/ Robert J. Welyki | |
| Name: Robert J. Welyki | ||
| Title: Vice President and Treasurer | ||
| CDW GOVERNMENT LLC | ||
| By: | /s/ Robert J. Welyki | |
| Name: Robert J. Welyki | ||
| Title: Vice President and Treasurer | ||
| CDW LOGISTICS, INC. | ||
| By: | /s/ Robert J. Welyki | |
| Name: Robert J. Welyki | ||
| Title: Vice President and Treasurer | ||
| U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Trustee | ||
| By: | /s/ Raymond S. Haverstock | |
| Name: Raymond S. Haverstock | ||
| Title: Vice President | ||
Exhibit 4.2
THIRD SENIOR SUBORDINATED EXCHANGE NOTE SUPPLEMENTAL INDENTURE
THIRD SENIOR SUBORDINATED EXCHANGE NOTE SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 10, 2012, by and among CDW LLC, an Illinois limited liability company (the “Company”), CDW Finance Corporation, a Delaware corporation (“FinanceCo” and together with the Company, the “Issuers”), CDW Corporation, a Delaware corporation, and the subsidiaries of the Company party hereto (collectively, the “Guarantors”), and U.S. Bank National Association, as trustee (the “Trustee”), under the Indenture referred to below.
W I T N E S S E T H
WHEREAS, CDW Corporation, an Illinois corporation (the “Initial Issuer”), the Guarantors and the Trustee executed and delivered an indenture dated as of October 10, 2008, as amended by the first supplemental indenture, dated as of May 10, 2010, by and among the Company (as successor in interest to the Initial Issuer), the Guarantors and the Trustee (together, the “Indenture”), and as further amended by the second supplemental indenture, dated as of August 23, 2010, by and among the Issuers, the Guarantors and the Trustee (as so supplemented, the “Indenture”), providing for the issuance of 12.535% Senior Subordinated Exchange Notes due 2017 (the “Notes”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the Issuers and the Guarantors are authorized to execute and deliver this Supplemental Indenture without the consent of the Holders of the Notes.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Issuers, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
ARTICLE I
CAPITALIZED TERMS
Section 1.1 All capitalized terms which are used herein and not otherwise defined herein are defined in the Indenture and are used herein with the same meanings as in the Indenture.
ARTICLE II
AMENDMENTS TO INDENTURE
The Indenture is hereby amended effective as of the Conversion Date in accordance with this Article II. Except as so amended, the Indenture shall continue in full force and effect.
Section 2.1 AMENDMENTS TO DEFINITIONS. The following definitions are added to Section 1.01 of the Indenture in appropriate alphabetical order:
(a) “Subsidiary Guarantee” means any guarantee of the obligations of the Issuer under this Indenture and the Notes by a Subsidiary Guarantor in accordance with the provisions of this Indenture.
(b) “Subsidiary Guarantors” means each of:
(1) the Domestic Subsidiaries of the Issuer that is a Restricted Subsidiary and a guarantor under the Senior Bridge Loan Agreement, the Senior Subordinated Bridge Loan Agreement, the Revolving Credit Facility and the Senior Secured Term Loan as of the Closing Date; and
(2) any other Subsidiary of the Issuer that executes a Guarantee in accordance with the provisions of this Indenture.
Section 2.2 AMENDMENTS TO ARTICLES.
(a) Each reference to the term “Guarantor” in Section 11.08 of the Indenture is replaced with the term “Subsidiary Guarantor” and each reference to the term “Guarantee” in that Section is replaced with “Subsidiary Guarantee.”
(b) The reference to “subsidiary” in Section 11.08(1)(a) of the Indenture is deleted (the reference becomes duplicative as a result of the amendment to the Indenture made pursuant to Section 2.2(a) herein).
ARTICLE III
MISCELLANEOUS
Section 3.1 GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES.
Section 3.2 INSTRUMENTS TO BE READ TOGETHER. This Supplemental Indenture is an indenture supplemental to and in implementation of the Indenture, and said Indenture and this Supplemental Indenture shall henceforth be read together.
Section 3.3 CONFIRMATION. The Indenture as amended and supplemented by this Supplemental Indenture is in all respects confirmed and preserved.
Section 3.4 COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
Section 3.5 EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
Section 3.6 THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuers and the Guarantors.
[Signatures Pages Follow]
2
IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed and attested, all as of the date first above written.
| CDW LLC | ||
| By: | /s/ Robert J. Welyki | |
| Name: Robert J. Welyki | ||
| Title: Vice President and Treasurer | ||
| CDW FINANCE CORPORATION | ||
| By: | /s/ Robert J. Welyki | |
| Name: Robert J. Welyki | ||
| Title: Vice President and Treasurer | ||
| CDW CORPORATION | ||
| By: | /s/ Robert J. Welyki | |
| Name: Robert J. Welyki | ||
| Title: Vice President and Treasurer | ||
| CDW TECHNOLOGIES, INC. | ||
| By: | /s/ Robert J. Welyki | |
| Name: Robert J. Welyki | ||
| Title: Vice President and Treasurer | ||
| CDW DIRECT, LLC | ||
| By: | /s/ Robert J. Welyki | |
| Name: Robert J. Welyki | ||
| Title: Vice President and Treasurer | ||
| CDW GOVERNMENT LLC | ||
| By: | /s/ Robert J. Welyki | |
| Name: Robert J. Welyki | ||
| Title: Vice President and Treasurer | ||
| CDW LOGISTICS, INC. | ||
| By: | /s/ Robert J. Welyki | |
| Name: Robert J. Welyki | ||
| Title: Vice President and Treasurer | ||
| U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Trustee | ||
| By: | /s/ Raymond S. Haverstock | |
| Name: Raymond S. Haverstock | ||
| Title: Vice President | ||
Exhibit 4.3
FOURTH SUPPLEMENTAL INDENTURE
FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 10, 2012, by and among CDW LLC, an Illinois limited liability company (the “Company”), CDW Finance Corporation, a Delaware corporation (“FinanceCo” and together with the Company, the “Issuers”), CDW Corporation, a Delaware corporation, and the subsidiaries of the Company party hereto (collectively, the “Guarantors”), and U.S. Bank National Association, as trustee (the “Trustee”), under the Indenture referred to below.
W I T N E S S E T H
WHEREAS, CDW Escrow Corporation, a Delaware corporation (the “Original Escrow Issuer”), and the Trustee executed and delivered an indenture dated as of April 13, 2011, as amended by the first supplemental indenture dated as of April 13, 2011, among the Original Escrow Issuer, the Issuers, the Guarantors and the Trustee, as further amended by the second supplemental indenture dated as of May 20, 2011, among CDW Escrow Corporation, a Delaware corporation, the Issuers, the Guarantors and the Trustee, and as further amended by the third supplemental indenture dated as of February 17, 2012, among the Issuers, the Guarantors and the Trustee (as so supplemented, the “Indenture”), providing for the issuance of 8.5% Senior Notes due 2019 (the “Notes”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the Issuers and the Guarantors are authorized to execute and deliver this Supplemental Indenture without the consent of the Holders of the Notes.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Issuers, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
ARTICLE I
CAPITALIZED TERMS
Section 1.1 All capitalized terms which are used herein and not otherwise defined herein are defined in the Indenture and are used herein with the same meanings as in the Indenture.
ARTICLE II
AMENDMENTS TO INDENTURE
The Indenture is hereby amended effective as of the New Issue Date (as defined below) in accordance with this Article II; provided, however, that the amendments pursuant to Sections 2.1(a)(iv), 2.1(a)(v), 2.2(d) and 2.2(e) herein shall be considered effective as of the Issue Date. Except as so amended, the Indenture shall continue in full force and effect.
Section 2.1 AMENDMENTS TO DEFINITIONS.
(a) The following definitions are added to Section 1.01 of the Indenture in appropriate alphabetical order.
(i) “New Issue Date” means May 20, 2011.
(ii) “New Release Date” has the meaning set forth under Section 4.22.
(iii) “Original Release Date” means April 13, 2011, the date on which the escrow proceeds from the sale of the Initial Notes were released by the Escrow Agent.
(iv) “Subsidiary Guarantee” means any guarantee of the obligations of CDW under this Indenture and the Notes by a Subsidiary Guarantor in accordance with the provisions of this Indenture.
(v) “Subsidiary Guarantors” means each of:
(1) the Domestic Subsidiaries of CDW that is a Restricted Subsidiary and a guarantor under the Senior Secured Term Loan as of the Original Release Date; and
(2) any other Subsidiary of CDW that executes a Guarantee in accordance with the provisions of this Indenture.
(b) The definition of “Release Date” is hereby deleted in its entirety.
(c) Each reference to the term “Release Date” in the definitions of “Code,” “Fixed Charges,” “GAAP,” “Guarantor,” “Investments,” “Permitted Business,” “Permitted Investments,” “Permitted Liens,” “Senior Indebtedness,” and “Significant Subsidiary” in Section 1.01 of the Indenture is replaced with the term “Original Release Date.”
Section 2.2 AMENDMENTS TO ARTICLES.
(a) Each reference to the term “Release Date” in Sections 3.07, 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.14, 4.15, 4.16, 4.17, 4.19, 5.01, 10.01 and 10.08 is replaced with the term “Original Release Date.”
(b) Each reference to the term “Release Date” in Sections 4.20, 4.21 and 4.22 is replaced with the term “New Release Date.”
(c) Each reference to the term “Issue Date” in Sections 4.21 and 4.22 is replaced with the term “New Issue Date.”
(d) Each reference to the term “Guarantor” in Section 10.08 of the Indenture is replaced with the term “Subsidiary Guarantor” and each reference to the term “Guarantee” in that Section is replaced with “Subsidiary Guarantee.”
(e) The reference to “subsidiary” in Section 10.08(1)(a) of the Indenture is deleted (the reference becomes duplicative as a result of the amendment to the Indenture made pursuant to Section 2.2(d) herein).
ARTICLE III
MISCELLANEOUS
Section 3.1 GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES.
2
Section 3.2 INSTRUMENTS TO BE READ TOGETHER. This Supplemental Indenture is an indenture supplemental to and in implementation of the Indenture, and said Indenture and this Supplemental Indenture shall henceforth be read together.
Section 3.3 CONFIRMATION. The Indenture as amended and supplemented by this Supplemental Indenture is in all respects confirmed and preserved.
Section 3.4 COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
Section 3.5 EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
Section 3.6 THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuers and the Guarantors.
[Signatures Pages Follow]
3
IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed and attested, all as of the date first above written.
| CDW LLC | ||
| By: | /s/ Robert J. Welyki | |
| Name: Robert J. Welyki | ||
| Title: Vice President and Treasurer | ||
| CDW FINANCE CORPORATION | ||
| By: | /s/ Robert J. Welyki | |
| Name: Robert J. Welyki | ||
| Title: Vice President and Treasurer | ||
| CDW CORPORATION | ||
| By: | /s/ Robert J. Welyki | |
| Name: Robert J. Welyki | ||
| Title: Vice President and Treasurer | ||
| CDW TECHNOLOGIES, INC. | ||
| By: | /s/ Robert J. Welyki | |
| Name: Robert J. Welyki | ||
| Title: Vice President and Treasurer | ||
| CDW DIRECT, LLC | ||
| By: | /s/ Robert J. Welyki | |
| Name: Robert J. Welyki | ||
| Title: Vice President and Treasurer | ||
| CDW GOVERNMENT LLC | ||
| By: | /s/ Robert J. Welyki | |
| Name: Robert J. Welyki | ||
| Title: Vice President and Treasurer | ||
| CDW LOGISTICS, INC. | ||
| By: | /s/ Robert J. Welyki | |
| Name: Robert J. Welyki | ||
| Title: Vice President and Treasurer | ||
| U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Trustee | ||
| By: | /s/ Raymond S. Haverstock | |
| Name: Raymond S. Haverstock | ||
| Title: Vice President | ||