CDW Corporation, a leading provider of technology solutions for
business, government, education and healthcare, announced today that its
wholly owned subsidiaries CDW LLC and CDW Finance Corporation
(collectively, the “Issuers”) have commenced a cash tender offer for up
to $412,844,000 aggregate principal amount (the “Maximum Tender Amount”)
of their 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”) on the
terms and subject to the conditions set forth in the Issuers’ Offer to
Purchase, dated April 20, 2011 (the “Offer to Purchase”).
The tender offer will expire at 8:00 a.m., New York City time, on May
19, 2011, unless extended or earlier terminated by the Issuers (such
date and time, as the same may be extended or earlier terminated, the
“Expiration Date”).
All holders of Senior Notes that validly tender (and do not validly
withdraw) their Senior Notes on or prior to the Expiration Date, and
whose Senior Notes are accepted for purchase, will receive consideration
equal to $1,090 per $1,000 principal amount of Senior Notes, plus
accrued and unpaid interest up to, but not including, the date of
payment, promptly after the Expiration Date, the same consideration paid
to holders who validly tendered their Senior Notes, and whose Senior
Notes were accepted for purchase, in the Issuers’ previous tender offer
for the Senior Notes that settled on April 13, 2011.
If Senior Notes subject to the tender offer are validly tendered (and
not validly withdrawn) such that the aggregate principal amount tendered
by the Expiration Date exceeds the Maximum Tender Amount, 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 $1.00, in the case of the Senior PIK Election Notes).
As a result, each holder that validly tenders Senior Notes may have a
portion of their Senior Notes returned to them, and the amount of Senior
Notes returned will depend on the level of participation of holders in
the tender offer.
If proration of the Senior Notes is required, the amount 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 $1.00, 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 April 20, 2011, CDW Escrow Corporation, a newly formed,
wholly owned subsidiary of CDW Corporation (the “Escrow Issuer”), priced
an offering of $450,000,000 in aggregate principal amount of additional
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 May 20, 2011, the gross proceeds of the offering will be
deposited into a segregated escrow account and released to the Issuers
if, as of the Expiration Date, at least the Maximum Tender Amount of
Senior Notes are validly tendered (and not validly withdrawn) in the
tender offer (the “Escrow Condition”). The Escrow Issuer may waive the
Escrow Condition in its sole discretion. If the Escrow Condition is
satisfied or waived, 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.
J.P. Morgan Securities LLC is acting as the dealer manager and D.F.
King & Co., Inc. is the information agent and tender agent for the
tender offer. 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 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. The
tender offer is only being made pursuant to the terms of the Offer to
Purchase. 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, 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, which is subject to various conditions, 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.
