CDW Corporation Announces Price of $ 2.5 Billion Registered Offering of Senior Notes
LINCOLNSHIRE, Illinois, November 23, 2021– (COMMERCIAL THREAD) – CDW Corporation (NASDAQ: CDW), a leading provider of multi-brand technology solutions for business, government, education and healthcare in the United States, United Kingdom and Canada, has announced today that its wholly-owned subsidiaries CDW LLC and CDW Finance Corporation (together, the âIssuersâ) have priced a $ 2.5 billion aggregate principal offer of Senior Notes (the â Notes â), in connection with an offer registered under the Securities Act of 1933, as amended (theâ Note Offer â). The offer is scheduled to close on December 1, 2021, subject to the satisfaction of the usual closing conditions.
The issuers intend to use the proceeds of the Note issuance, together with available cash, to finance the previously announced acquisition of Granite Parent Inc., the parent company of Sirius Computer Solutions, Inc. (âSirius â), For $ 2.5 billion (theâ Acquisition â), and to pay the costs and expenses related to the Acquisition.
The Notes will be fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by CDW Corporation and certain of the current and future direct and indirect domestic subsidiaries of CDW LLC.
JP Morgan Securities LLC, BofA Securities, Inc., Wells Fargo Securities, LLC, Morgan Stanley & Co. LLC, Capital One Securities, Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc., Goldman Sachs & Co. LLC, Scotia Capital (USA) Inc., US Bancorp Investments, Inc. and Siebert Williams Shank & Co., LLC are acting as underwriters in this offer. The offering of Notes is made only by way of a Prospectus Supplement and an accompanying Base Prospectus. Copies of the preliminary prospectus supplement and the accompanying base prospectus relating to the Note Offering may be obtained from (i) JP Morgan Securities LLC, c / o Broadridge Financial Solutions, Attn: Prospectus Department, 1155 Long Island Avenue, Edgewood NY 11717, or by phone: 1-866-803-9204, (ii) BofA Securities, Inc., Attn: Prospectus Department, 200 North College Street, 3rd Floor, Charlotte NC 28255-0001, or by email: [email protected], (iii) Wells Fargo Securities, LLC, Attn .: WFS Customer Service, 608 2nd Avenue South, Suite 1000, Minneapolis, MN 55402, or by phone: 1-800-645- 3751, (iv) Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, or by phone: 1-866-718-1649, (v) Mizuho Securities USA LLC, by phone: 1-866-271-7403, (vi) MUFG Securities Americas Inc., by phone: 1-877-649-6848, (vii) Goldman Sachs & Co. LLC, Attn: Prospectus Department, 200 West Street, New York, NY 10282, or by phone: 1-866-471-2526, (viii) Scotia Capital (USA) Inc., by phone: 1-800-372-3930, (ix) US Bancorp Investments, Inc., 214 N. Tryon Street, 26th Floor, Charlotte, NC 28202, or by phone: 1-877-558-2607, or (x) Siebert Williams Shank & Co., LLC, by phone: 1-212-830 -4530.
CDW Corporation, the issuers and the subsidiary guarantors of the Notes have filed a registration statement on Form S-3ASR, which became effective October 15, 2020, comprising a base prospectus dated October 15, 2020 and a preliminary prospectus supplement. dated November 23, 2021, to which this communication relates. Copies of the registration statement on Form S-3ASR, the base prospectus and the preliminary prospectus supplement and, where available, copies of the final prospectus supplement can be viewed on the Securities and Markets website. Exchange Commission at www.sec.gov.
This press release is for informational purposes only and does not constitute (i) an offer to sell or the solicitation of an offer to buy the Securities or any other security or (ii) an offer to buy, or a redemption notice in respect of the Notes or any other security. The offer of tickets is not made to any person in a jurisdiction in which the offer, solicitation or sale is illegal.
This press release includes “forward-looking statements”, including with respect to the offering of notes and the acquisition. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control and which could cause actual results to differ materially from those described in such statements. These risks and uncertainties include, but are not limited to, whether the Issuers will complete the Note Offer and Acquisition, which transactions are subject to customary closing conditions, and the intended use of the proceeds from the Note Offer. Although CDW believes that the forward-looking information presented in this press release is reasonable, it cannot guarantee that these expectations will prove to be correct, and actual events may differ materially from those contained or suggested by the forward-looking information contained in this press release. . Any forward-looking information presented herein is made only as of the date of this press release, and we assume no obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unforeseen events or otherwise. .
CDW is a leading provider of multi-brand technology solutions for business, government, education and healthcare in the United States, United Kingdom and Canada. A Fortune 500 company with multinational capabilities, CDW was founded in 1984 and employs approximately 11,000 people. For the twelve months ended September 30, 2021, the company generated net sales of over $ 20 billion.
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