CDW units nix early settlement in tender offer for 11%, toggle notes

By Jennifer Chiou

New York, March 4 - CDW Corp. subsidiaries CDW LLC and CDW Finance Corp. announced the elimination of the early settlement feature of the tender offer and consent solicitation 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.

That said, holders still have to tender by 5 p.m. ET on March 7, the consent date, to receive the total consideration.

As reported, the issuers are soliciting consents from the noteholders to proposed amendments that would eliminate substantially all of the restrictive covenants and some events of default in the indenture governing the notes.

Consents are 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 will be deemed to have consented to the proposed amendments, and holders who consent will be required to tender their notes.

Holders will receive $1,090 per $1,000 principal amount of notes, including the consent payment of $30 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 will expire at 5 p.m. ET on March 22. It began on Feb. 23.

The offer and solicitation are subject to the receipt of the requisite consents and 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 solutions and services.

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