Item 1.01. Entry into a Material Definitive Agreement.
Senior Notes
On September 21, 2026, CDW LLC, an Illinois limited liability company (“CDW”), and CDW Finance Corporation, a Delaware corporation (“CDW Finance” and, together with CDW, the “Co-Issuers”), completed the sale of $600,000,000 aggregate principal amount of 5.700% Senior Notes due 2029 (the “2029 Notes”) at an issue price of 99.908% of the principal amount of the 2029 Notes, $500,000,000 aggregate principal amount of 6.100% Senior Notes due 2032 (the “2032 Notes”) at an issue price of 100.000% of the principal amount of the 2032 Notes, and $400,000,000 aggregate principal amount of 6.350% Senior Notes due 2033 (the “2033 Notes” and, together with the 2029 Notes and the 2032 Notes, the “Notes”) at an issue price of 99.805% of the principal amount of the 2033 Notes in an offering registered under the Securities Act of 1933, as amended (the “Securities Act”). The 2029 Notes mature on September 21, 2029 and bear interest at 5.700% per annum, payable semi-annually on March 21 and September 21 of each year. The 2032 Notes mature on January 15, 2032 and bear interest at 6.100% per annum, payable semi-annually on January 15 and July 15 of each year. The 2033 Notes mature on September 21, 2033 and bear interest at 6.350% per annum, payable semi-annually on March 21 and September 21 of each year. Interest will accrue from September 21, 2026 for each of the Notes, and the first interest payment date will be March 21, 2027 for the 2029 Notes, January 15, 2027 for the 2032 Notes, and March 21, 2027 for the 2033 Notes. The Notes are fully and unconditionally guaranteed on an unsecured senior basis by CDW Corporation (the “Company”). No subsidiary of the Company guarantees the Notes.
Indentures
The Notes were issued pursuant to an indenture (the “Base Indenture”), dated as of December 1, 2014, among the Co-Issuers, the guarantors party thereto, including the Company, and U.S. Bank National Association, as trustee, as supplemented by (i) a twenty-first supplemental indenture, dated as of September 21, 2026, entered into among the Co-Issuers, the Company, as guarantor, and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association (the “Trustee”), to reflect certain terms of the 2029 Notes (the “Twenty-First Supplemental Indenture”), (ii) a twenty-second supplemental indenture, dated as of September 21, 2026, entered into among the Co-Issuers, the Company, as guarantor, and the Trustee, to reflect certain terms of the 2032 Notes (the “Twenty-Second Supplemental Indenture”), and (iii) a twenty-third supplemental indenture, dated as of September 21, 2026, entered into among the Co-Issuers, the Company, as guarantor, and the Trustee, to reflect certain terms of the 2033 Notes (the “Twenty-Third Supplemental Indenture” and, together with the Twenty-First Supplemental Indenture and the Twenty-Second Supplemental Indenture, the “Supplemental Indentures”). References herein to the “Indenture” shall mean the Base Indenture as supplemented by the Supplemental Indentures (as applicable).
The Co-Issuers may redeem the Notes, in whole or in part, at any time prior to the applicable par call date at a redemption price equal to the greater of (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the notes matured on the applicable par call date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 15 basis points, in the case of the 2029 Notes, 20 basis points, in the case of the 2032 Notes, and 25 basis points, in the case of the 2033 Notes, less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. The par call date for the 2029 Notes is August 21, 2029, the par call date for the 2032 Notes is December 15, 2031, and the par call date for the 2033 Notes is July 21, 2033. On or after the par call date, the Co-Issuers may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date. Upon the occurrence of a Change of Control Repurchase Event (as defined in the Indenture), holders of the Notes may require the Co-Issuers to repurchase all or part of the Notes at 101% of their principal amount plus accrued and unpaid interest to, but not including, the repurchase date.
The Indenture contains covenants that, among other things, limit the ability of the Co-Issuers and the Company to create liens on certain assets to secure debt, enter into sale and lease-back transactions, and consolidate, merge, sell, or otherwise dispose of all or substantially all assets. These covenants are subject to a number of other limitations and exceptions as set forth in the Indenture.
