CDW 2014 Annual Report Download - page 21

Table of Contents
agreements on our term loan facility to reduce interest rate volatility, we cannot assure you we will be able to enter into interest rate cap
agreements in the future on acceptable terms or that such caps or the caps we have in place now will be effective.
Risks Related to Ownership of Our Common Stock
Our common stock price may be volatile and may decline regardless of our operating performance, and holders of our common stock could
lose a significant portion of their investment.
The market price for our common stock may be volatile. Our stockholders may not be able to resell their shares of common stock at or
above the price at which they purchased such shares, due to fluctuations in the market price of our common stock, which may be caused by a
number of factors, many of which we cannot control, including the risk factors described in this Annual Report on Form 10-
K and the following:
In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the
market prices of equity securities of many companies, including companies in our industry. In the past, securities class action litigation has
followed periods of market volatility. If we were involved in securities litigation, we could incur substantial costs, and our resources and the
attention of management could be diverted from our business.
The Sponsors have influence over significant corporate activities and their interests may not align with yours.
Madison Dearborn beneficially owns approximately 15.5% of our common stock and Providence Equity beneficially owns
approximately 13.7% of our common stock as of February 20, 2015. As a result of their ownership, each Sponsor, so long as it holds a sizable
portion of our outstanding common stock, will have substantial voting power with respect to matters submitted to a vote of stockholders. In
addition, so long as each Sponsor has representation on our board of directors, it will have the ability to exercise influence over decision-making
with respect to our business direction and policies. Matters over which each of the Sponsors may, directly or indirectly, exercise influence
include:
Under our amended and restated certificate of incorporation, each Sponsor and its affiliates do not have any obligation to present to us,
and each Sponsor may separately pursue, corporate opportunities of which it becomes aware, even if those opportunities are ones that we would
have pursued if granted the opportunity.
18
• changes in financial estimates by any securities analysts who follow our common stock, our failure to meet these estimates or failure of
securities analysts to initiate or maintain coverage of our common stock;
•
downgrades by any securities analysts who follow our common stock;
•
future sales of our common stock by our officers, directors and significant stockholders, including the Sponsors;
•
market conditions or trends in our industry or the economy as a whole;
• investors’
perceptions of our prospects;
•
announcements by us or our competitors of significant contracts, acquisitions, joint ventures or capital commitments;
•
changes in key personnel; and
• our limited public float in light of the Sponsors’ beneficial ownership of a majority of our common stock, which may result in the
trading of relatively small quantities of shares by our stockholders having a disproportionate positive or negative influence on the
market price of our common stock.
•
the election of our board of directors and the appointment and removal of our officers;
• mergers and other business combination transactions, including proposed transactions that would result in our stockholders receiving a
premium price for their shares;
•
other acquisitions or dispositions of businesses or assets;
•
incurrence of indebtedness and the issuance of equity securities;
•
repurchase of stock and payment of dividends; and
•
the issuance of shares to management under our equity incentive plans.