CDW Corp completes $1.5B senior notes offering
CDW Corp adds three new series of senior unsecured notes, expanding its long-term debt structure with staggered maturities through 2033.
Rhea-AI Filing Summary
CDW Corp (CDW), through co-issuers CDW LLC and CDW Finance Corporation, completed an underwritten public offering of three new series of senior unsecured notes, each fully and unconditionally guaranteed on a senior basis by CDW Corp.
The issuance includes $600,000,000 of 5.700% Senior Notes due 2029 issued at 99.908% of principal, $500,000,000 of 6.100% Senior Notes due 2032 issued at 100.000% of principal, and $400,000,000 of 6.350% Senior Notes due 2033 issued at 99.805% of principal. The 2029 Notes mature on September 21, 2029, the 2032 Notes on January 15, 2032, and the 2033 Notes on September 21, 2033, with interest payable semi-annually on the specified March/September or January/July dates. Interest begins accruing from September 21, 2026.
The notes were issued under an existing base indenture dated December 1, 2014, as supplemented by three new supplemental indentures. Before their respective par call dates, the co-issuers may redeem the notes at a make-whole premium based on U.S. Treasury rates plus 15, 20, or 25 basis points, as applicable; on or after each par call date, the notes are redeemable at 100% of principal plus accrued interest. Upon a defined Change of Control Repurchase Event, holders can require repurchase at 101% of principal plus accrued interest. The indenture includes customary covenants limiting certain liens, sale-leasebacks, and fundamental transactions, and provides standard events of default, including bankruptcy-related automatic acceleration.
Positive
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Negative
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Filing Explained
The completed notes now impose a direct senior debt obligation, guaranteed by CDW Corporation but not by any subsidiary.
As a Form 8-K, this filing reports a specified material event; the
The filing does not state a use of proceeds, so the new obligation cannot be tied here to a specified investment or repayment purpose.
At
Sources and calculations
- Form 8-K purpose (2026-07-17)
- CDW Corporation Form 8-K (2026-09-21)
- CDW 2026 second-quarter fundamentals (2026-06-30)
- Available liquidity against the last reported quarterly operating outflow, in days at that rate $361,800,000 / ($55,100,000 / 91) = 597.5 days
8-K Event Classification
Key Figures
Key Terms
Change of Control Repurchase Event financial
supplemental indenture regulatory
par call date financial
events of default regulatory
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What new senior notes did CDW (CDW) issue on September 21, 2026?
What are the interest rates and payment dates on CDW’s new senior notes?
When do the new CDW (CDW) senior notes mature?
Can CDW redeem the new senior notes early, and at what price?
What protection do CDW (CDW) noteholders have in a change of control?
What key covenants and default provisions apply to CDW’s new notes?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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.
The Indenture also provides for customary events of default, including failure to pay any principal or interest when due and failure to comply with covenants and cross-acceleration provisions. In the case of an event of default arising from specified events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. If any other event of default under the Indenture occurs or is continuing, the Trustee, acting at the written direction of the holders of at least 25% of the aggregate principal amount of then outstanding Notes of a series may declare all of the then outstanding Notes of such series to be due and payable immediately.
The foregoing summaries of the Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Indenture and the Notes. The Base Indenture, each of the Supplemental Indentures, and each of the forms of the Notes are attached as Exhibits 4.1 through 4.7 and are incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 4.1 | Base Indenture, dated as of December 1, 2014, by and among the Co-Issuers, the Company, the guarantors party thereto, and U.S. Bank National Association, as trustee, previously filed as Exhibit 4.1 with the Company’s Current Report on Form 8-K filed on December 1, 2014. | |
| 4.2 | Twenty-First Supplemental Indenture, dated as of September 21, 2026, by and among the Co-Issuers, the Company, as guarantor, and the Trustee.* | |
| 4.3 | Form of 5.700% Senior Note (included as Exhibit A to Exhibit 4.2 hereto). | |
| 4.4 | Twenty-Second Supplemental Indenture, dated as of September 21, 2026, by and among the Co-Issuers, the Company, as guarantor, and the Trustee.* | |
| 4.5 | Form of 6.100% Senior Note (included as Exhibit A to Exhibit 4.4 hereto). | |
| 4.6 | Twenty-Third Supplemental Indenture, dated as of September 21, 2026, by and among the Co-Issuers, the Company, as guarantor, and the Trustee.* | |
| 4.7 | Form of 6.350% Senior Note (included as Exhibit A to Exhibit 4.6 hereto). | |
| 5.1 | Opinion of Sidley Austin LLP. | |
| 23.1 | Consent of Sidley Austin LLP (included as part of Exhibit 5.1 hereto). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Certain information in this exhibit has been redacted pursuant to Item 601(a)(6) of Regulation S-K. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CDW CORPORATION | |||||
| Date: September 21, 2026 | By: | /s/ Albert J. Miralles | ||||
| Albert J. Miralles | ||||||
| Chief Financial Officer and Executive Vice President, Enterprise Business Operations | ||||||