CDW Corporation filed a Form 8-K on September 15, 2026, disclosing that its subsidiaries CDW LLC and CDW Finance Corporation entered into an underwriting agreement on September 14, 2026 to issue $1.5 billion in aggregate principal of senior notes across three tranches in a registered public offering.

Key Highlights

  • Three-tranche offering: $600,000,000 of 5.700% Senior Notes due 2029, $500,000,000 of 6.100% Senior Notes due 2032, and $400,000,000 of 6.350% Senior Notes due 2033.
  • Total principal: $1,500,000,000 in aggregate across all three series of notes.
  • Expected closing: The offering is expected to close on September 21, 2026, subject to customary closing conditions.
  • Underwriters: BofA Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, and Wells Fargo Securities, LLC acting as representatives of the several underwriters.
  • Guarantor: CDW Corporation is acting as guarantor for the notes issued by co-issuers CDW LLC and CDW Finance Corporation.
  • Registration basis: The offering is made under a Registration Statement on Form S-3ASR initially filed with the SEC on February 23, 2026 (File No. 333-293652).

CDW LLC and CDW Finance Corporation Price Three-Part Senior Notes Deal

According to the filing, CDW LLC and CDW Finance Corporation, referred to collectively as the "Co-Issuers," entered into an underwriting agreement on September 14, 2026 with BofA Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, and Wells Fargo Securities, LLC as representatives of several underwriters. The Co-Issuers agreed to issue and sell $600,000,000 aggregate principal amount of 5.700% Senior Notes due 2029, $500,000,000 aggregate principal amount of 6.100% Senior Notes due 2032, and $400,000,000 aggregate principal amount of 6.350% Senior Notes due 2033 in a registered public offering.

The filing states that the underwriting agreement contains "customary representations and warranties of the parties and indemnification and contribution provisions" under which the Co-Issuers and CDW Corporation, as guarantor, and the Underwriters have agreed to indemnify each other against certain liabilities. The offering is being conducted under an effective Registration Statement on Form S-3ASR, as amended, initially filed on February 23, 2026, along with a preliminary prospectus supplement and a free writing prospectus, both dated September 14, 2026.

The filing was signed by Albert J. Miralles, Chief Financial Officer and Executive Vice President, Enterprise Business Operations of CDW Corporation, on September 15, 2026. The company's common stock is listed on the Nasdaq Global Select Market under the symbol NASDAQ:CDW. The filing notes that it "is neither an offer to sell nor the solicitation of an offer to buy the Notes or any other securities."

What Was Disclosed

CDW Corporation disclosed through a Form 8-K that its subsidiaries entered into an underwriting agreement for a $1,500,000,000 registered public offering of senior notes in three series, with an expected closing date of September 21, 2026.