CDW Corp plans to use proceeds from a senior-notes offering to retire $1.0 billion in aggregate principal of its 2026 Senior Notes. Remaining net proceeds would support general corporate purposes, including a substantial portion of the Acquisition, while the new notes add fresh financing obligations.

Key Highlights

  • The senior-note offering comprises three series arranged by BofA Securities, J.P. Morgan, Mizuho and Wells Fargo Securities.
  • CDW reported $5,838.9 million of total Debt and $2,442.1 million of stockholders’ Equity at June 30, 2026.
  • CDW is offering senior notes in three series through CDW LLC and CDW Finance Corporation.
  • Net proceeds are intended first to retire $1.0 billion of 2026 Senior Notes.

CDW Corp (NASDAQ: CDW) is offering senior notes with proceeds intended to retire $1.0 billion in aggregate principal of its 2026 Senior Notes. Any remaining net proceeds would go toward general corporate purposes, including funding a substantial portion of the Acquisition. BofA Securities, J.P. Morgan, Mizuho and Wells Fargo (NYSE: WFC) are serving as joint bookrunning managers.

Three-Series Note Offering

The securities are being offered through CDW LLC and CDW Finance Corporation in three separate series. CDW Corp said the offering is an issuer transaction. The proceeds are not being generated from a sale by existing stockholders. The Underwriting group comprises BofA Securities, J.P. Morgan, Mizuho and Wells Fargo Securities. The notes are senior obligations of the issuing entities and are guaranteed by CDW Corporation and certain subsidiaries. The offering can be withdrawn, and the underwriters may reject purchase offers in whole or in part.

$1.0 Billion Debt Retirement

Net proceeds are designated first for the retirement of $1.0 billion of 2026 Senior Notes. The stated Options include redemption, repayment, repurchase or another form of retirement. Funds left after that application would be available for general corporate purposes. Those purposes include financing a substantial portion of the Acquisition. CDW’s Capitalization Table shows $1,000 million of 2026 Senior Notes outstanding at June 30, 2026. The same table lists $600.0 million of April 2028 Senior Notes, $500.0 million of December 2028 Senior Notes, $700.0 million of 2029 Senior Notes, $600.0 million of 2030 Senior Notes, $1,000 million of 2031 Senior Notes and $600.0 million of 2034 Senior Notes.

Existing Debt And Capitalization

CDW had $5,838.9 million of total debt, including current maturities, as of June 30, 2026. The balance included $175.0 million under its Revolving Loan Facility, $634.5 million under its Term Loan Facility, $25.9 million of receivable financing liabilities and $3.5 million of other long-term obligations. Cash and cash equivalents stood at $361.8 million, while stockholders’ equity was $2,442.1 million. Total capitalization was $8,281 million. The debt figures exclude $21.9 million of unamortized issuance costs and discounts related to specified loan facilities and senior notes. The total debt figure also excludes $465.2 million of Accounts Payable tied to inventory-financing agreements.

Noteholder Risks And Trading

CDW identified indebtedness and related obligations as risks that could affect its business, results of operations and cash flows. The notes also carry risks tied to future borrowing costs, access to capital and restrictive covenants. A reduction or Withdrawal of a debt rating could increase borrowing costs and reduce access to capital. The underwriters may conduct market-making activities for the notes but are not required to do so and may stop without notice. A liquid market for the notes may therefore not develop or continue.