CDW prolongs offer deadline in tender for 11% notes, toggle notes

By Jennifer Chiou

New York, March 22 - CDW Corp. subsidiaries CDW LLC and CDW Finance Corp. announced the extension of their tender offer for their $890 million of 11% senior exchange notes due 2015 and $316,974,000 of 11½%/12¼% senior PIK election exchange notes due 2015.

The offer will now wrap at 8 a.m. ET on March 31 due to the financing condition, which has yet to be satisfied.

The tender was previously pushed back to 8 a.m. ET on March 22 from 5 p.m. ET on March 22.

The offer and a consent solicitation for the notes began on Feb. 23.

Holders had delivered tenders and consents for $759,207,000 of the 11% notes and $217,569,859 of the toggle notes as of March 21, unchanged from 5 p.m. ET on March 7, the consent date.

As reported, the consents received will allow the issuers to eliminate substantially all of the restrictive covenants and some events of default in the indenture. A supplemental indenture has been executed, but the amendments will not become operative until the tendered notes are accepted for purchase.

Consents were needed from holders of at least a majority of the outstanding notes excluding notes held by the issuers or any of their affiliates. Holders who tender notes are deemed to have consented to the proposed amendments, and holders who consent are required to tender their notes.

Holders will receive $1,090 per $1,000 principal amount of notes. This includes a consent payment of $30.00 for each note tendered by the consent date.

The issuers will also pay accrued interest up to but excluding the payment date.

The tender offer and consent solicitation are subject to the consummation of a refinancing transaction by the issuers yielding enough proceeds to fund the tender offer and consent solicitation.

The dealer manager and solicitation agent is J.P. Morgan Securities LLC (800 245-8812 or 212 270-1200). The information agent and tender agent is D.F. King & Co., Inc. (800 290-6429 or 212 269-5550).

CDW is a Vernon Hills, Calif.-based provider of information technology services.

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