CDW units settle early tenders for 93.49% of two note series due 2015

By Susanna Moon

Chicago, Feb. 17 - CDW Corp. announced the early settlement in the tender offer and consent solicitation for two series of notes issued by its wholly owned subsidiaries CDW LLC and CDW Finance Corp.

Investors had tendered $120,594,554, or 93.49%, of the two series of notes as of the consent deadline, 5 p.m. ET on Feb. 16. The CDW subsidiaries accepted all of the tendered notes.

Investors tendered $49,158,999 of the $49,321,000 outstanding 11% senior exchange notes due 2015 and $71,435,555 of the $79,672,076 outstanding 11½%/12¼% senior payment-in-kind election exchange notes due 2015.

The companies settled the early tenders with proceeds from their $130 million of 8½% senior notes due 2019, which closed Feb. 17, according to a company press release.

After receiving the needed consents, the issuers executed a supplemental indenture, which became operative upon settlement of the tendered notes. They needed consents from holders of at least a majority of the notes.

The issuers will redeem for cash on March 19 any notes that remain outstanding after the offer ends. The redemption price will be $1,055.00 per $1,000 of 11% notes and $1,057.50 per $1,000 of PIK notes.

As of Feb. 17, $8,398,521 of the notes remain outstanding.

As previously noted, the issuers solicited consents to amend the notes to eliminate substantially all of the restrictive covenants and events of default.

Holders who tender notes are deemed to consent to the proposed amendments, and holders who deliver their consents are required to tender their notes.

The tender offer will continue until 5 p.m. ET on March 2. The offer began on Feb. 2.

Tendered notes may no longer be withdrawn.

The total payment was $1,060.00 per $1,000 principal amount of 11% notes and $1,062.50 per $1,000 of PIK notes tendered by the consent deadline, which includes a consent payment of $30.00 per $1,000 of notes.

The purchase price for notes tendered after the consent date but before the expiration date will be $1,030.00 per 11% note and $1,032.50 per PIK note.

Holders will also receive accrued interest up to but excluding the settlement date.

The tender offer also will be funded with cash on hand and borrowings under the company's revolving credit facility.

Barclays Capital Inc. (800 438-3242 or 212 528-7581) is the dealer manager and solicitation agent, and D.F. King & Co., Inc. (800 290-6429 or 212 269-5550) is the information agent and tender agent.

CDW is a Vernon Hills, Ill.-based provider of technology products and services to business, government and education customers.

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