CDW Corporation filed a Form 8-K with the SEC on September 21, 2026, disclosing the completion of a $1.5 billion three-tranche senior notes offering by its subsidiaries CDW LLC and CDW Finance Corporation.

Key Highlights

  • Three tranches issued: $600,000,000 of 5.700% Senior Notes due 2029, $500,000,000 of 6.100% Senior Notes due 2032, and $400,000,000 of 6.350% Senior Notes due 2033.
  • Issue prices: The 2029 Notes priced at 99.908%, the 2032 Notes at 100.000%, and the 2033 Notes at 99.805% of principal amount.
  • Parent guarantee: All three series are fully and unconditionally guaranteed on an unsecured senior basis by CDW Corporation; no subsidiary of the company guarantees the Notes.
  • Change of control protection: Upon a Change of Control Repurchase Event, holders may require repurchase at 101% of principal amount plus accrued and unpaid interest.
  • First interest payments: March 21, 2027 for the 2029 and 2033 Notes; January 15, 2027 for the 2032 Notes.
  • Signed by: Albert J. Miralles, Chief Financial Officer, on behalf of CDW Corporation.

CDW LLC and CDW Finance Corporation Price Three-Tranche Senior Notes Deal

According to the filing, CDW LLC and CDW Finance Corporation, together as co-issuers, completed the sale of three series of registered senior notes on September 21, 2026. The 2029 Notes total $600,000,000 in aggregate principal, bear interest at 5.700% per annum, and mature on September 21, 2029. The 2032 Notes total $500,000,000, bear interest at 6.100% per annum, and mature on January 15, 2032. The 2033 Notes total $400,000,000, bear interest at 6.350% per annum, and mature on September 21, 2033. Interest on each series accrues from September 21, 2026, and is payable semi-annually.

The filing discloses that the Notes were issued under a Base Indenture dated December 1, 2014, as supplemented by three new supplemental indentures, each dated September 21, 2026, with U.S. Bank Trust Company, National Association serving as successor trustee. The co-issuers retain optional redemption rights prior to each series' par call date, with the make-whole spread set at 15 basis points over the treasury rate for the 2029 Notes, 20 basis points for the 2032 Notes, and 25 basis points for the 2033 Notes. The par call dates are August 21, 2029, December 15, 2031, and July 21, 2033, respectively. On or after those dates, the co-issuers may redeem the applicable Notes at 100% of principal plus accrued interest.

The indenture, as the filing describes, contains covenants limiting the co-issuers' and the company's ability 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. Standard events of default are also included, with automatic acceleration upon specified bankruptcy or insolvency events, and optional acceleration by the trustee upon written direction from holders of at least 25% of the aggregate principal amount of the outstanding notes of a series. The filing was made under NASDAQ:CDW.

What Was Disclosed

CDW Corporation's subsidiaries completed a $1.5 billion three-tranche senior notes offering on September 21, 2026, with maturities in 2029, 2032, and 2033, guaranteed by CDW Corporation on an unsecured senior basis, and subject to standard indenture covenants and redemption provisions.