CDW issues $1.5 billion in senior notes across three tranches
CDW LLC and CDW Finance Corporation completed a $1.5 billion debt offering across three tranches of senior notes due through 2033.
CDW Corp. (CDW) announced that its subsidiaries CDW LLC and CDW Finance Corporation completed a $1.5 billion offering of senior notes across three tranches, according to a regulatory filing Monday.
The offering consists of $600 million of 5.700% senior notes due 2029, $500 million of 6.100% senior notes due 2032, and $400 million of 6.350% senior notes due 2033. The filing showed that the 2029 notes were sold at an issue price of 99.908% of principal, the 2032 notes at 100.000%, and the 2033 notes at 99.805%.
Key takeaways
- CDW completed a $1.5 billion senior notes offering across three tranches.
- The 2029 notes total $600 million and carry a 5.700% interest rate.
- The 2032 notes total $500 million and carry a 6.100% interest rate.
- The 2033 notes total $400 million and carry a 6.350% interest rate.
- CDW Corporation fully and unconditionally guarantees the notes on an unsecured senior basis.
Note terms and interest schedules
The 2029 notes mature on Sept. 21, 2029, and bear interest payable semi-annually on March 21 and Sept. 21, with the first payment due March 21, 2027. The 2032 notes mature on Jan. 15, 2032, and bear interest payable semi-annually on Jan. 15 and July 15, with the first payment due Jan. 15, 2027. The 2033 notes mature on Sept. 21, 2033, and bear interest payable semi-annually on March 21 and Sept. 21, with the first payment due March 21, 2027.
Interest on all three tranches accrues from Sept. 21, 2026. The co-issuers are CDW LLC and CDW Finance Corporation. No subsidiary of CDW Corporation guarantees the notes.
Redemption and covenants
The co-issuers may redeem the notes prior to their par call dates at a make-whole redemption price based on treasury rates plus 15 basis points for the 2029 notes, 20 basis points for the 2032 notes, and 25 basis points for the 2033 notes. The par call date is Aug. 21, 2029, for the 2029 notes, Dec. 15, 2031, for the 2032 notes, and July 21, 2033, for the 2033 notes. On or after those dates, the notes may be redeemed at 100% of principal plus accrued interest.
If a change of control repurchase event occurs, holders can require the co-issuers to repurchase the notes at 101% of principal plus accrued interest. The indenture contains covenants limiting the ability to create liens on certain assets to secure debt, enter into sale and lease-back transactions, or dispose of substantially all assets.
Why it matters
The multi-tranche offering raises significant capital for the co-issuers while adding unsecured debt obligations to the balance sheet. The structure provides CDW with extended debt maturities stretching out to 2033, while the change of control provisions offer downside protection for noteholders if corporate ownership shifts.
By the numbers
| Metric | Value | Source |
|---|---|---|
| 2029 Notes Principal | $600 million | Filing |
| 2029 Notes Coupon | 5.700% | Filing |
| 2029 Notes Issue Price | 99.908% | Filing |
| 2032 Notes Principal | $500 million | Filing |
| 2032 Notes Coupon | 6.100% | Filing |
| 2032 Notes Issue Price | 100.000% | Filing |
| 2033 Notes Principal | $400 million | Filing |
| 2033 Notes Coupon | 6.350% | Filing |
| 2033 Notes Issue Price | 99.805% | Filing |
Indenture and trustees
The notes were issued under a base indenture from Dec. 1, 2014, supplemented by twenty-first, twenty-second, and twenty-third supplemental indentures dated Sept. 21, 2026. U.S. Bank Trust Company, National Association acts as trustee, succeeding U.S. Bank National Association. The filing did not specify the intended use of proceeds from the offering.