CDW 2012 Annual Report Download - page 43

Table of Contents
8.5% Senior Notes due 2019 (“Senior Notes”)
As discussed above, on April 13, 2011, we issued $725.0 million principal amount of Senior Notes and on May 20, 2011, we issued an
additional $450.0 million principal amount of Senior Notes. The proceeds from these issuances together with cash on hand and borrowings under
the then-outstanding revolving loan credit facility were used to fund the Senior Notes due 2015 Tender Offers.
On February 17, 2012, we issued $130.0 million aggregate principal amount of additional Senior Notes at an issue price of 104.375% of
par. The $5.7 million premium received is reported on the consolidated balance sheet as an addition to the face amount of the Senior Notes and is
being amortized as a reduction of interest expense over the term of the related debt. At December 31, 2012, the outstanding principal amount of
Senior Notes was $1,305.0 million, excluding $5.0 million in unamortized premium. The Senior Notes mature on April 1, 2019.
CDW LLC and CDW Finance Corporation are the co-
issuers of the Senior Notes. Obligations under the Senior Notes are guaranteed on
an unsecured senior basis by Parent and each of CDW LLC's direct and indirect, 100% owned, domestic subsidiaries. The Senior Notes contain
negative covenants that, among other things, place restrictions and limitations on the ability of Parent and each of CDW LLC's direct and
indirect, 100% owned, domestic subsidiaries to dispose of assets, incur additional indebtedness, incur guarantee obligations, prepay other
indebtedness, make distributions or other restricted payments, create liens, make equity or debt investments, make acquisitions, engage in
mergers or consolidations, or engage in certain transactions with affiliates. The Senior Notes do not contain any financial covenants.
12.535% Senior Subordinated Exchange Notes due 2017 (“Senior Subordinated Notes”)
At December 31, 2012, the outstanding principal amount of the Senior Subordinated Notes was $621.5 million. The Senior
Subordinated Notes have a maturity date of October 12, 2017.
On December 21, 2012, we redeemed $100.0 million aggregate principal amount of Senior Subordinated Notes at a redemption price
that was 106.268% of the principal amount redeemed. Cash on hand was used to fund the redemption of $100.0 million aggregate principal
amount, $6.3 million of redemption premium and $2.3 million in accrued and unpaid interest. In connection with this redemption, we recorded a
loss on extinguishment of long-
term debt of $7.8 million in the consolidated statement of operations for the year ended December 31, 2012. This
loss represented $6.3 million in redemption premium and $1.5 million for the write-off of a portion of the unamortized deferred financing costs
related to the Senior Subordinated Notes.
On March 10, 2010, one of our 100% owned subsidiaries purchased $28.5 million of principal amount of Senior Subordinated Notes for
a purchase price of $18.6 million. We recorded a gain on the extinguishment of long-term debt of $9.2 million in the consolidated statement of
operations for the year ended December 31, 2010 related to this repurchase. In May 2010, the $28.5 million in principal amount of senior
subordinated debt that were repurchased were exchanged for increasing rate notes and subsequently surrendered to the indenture trustee for
cancellation.
CDW LLC and CDW Finance Corporation are the co-issuers of the Senior Subordinated Notes. Obligations under the Senior
Subordinated Notes are guaranteed on an unsecured senior basis by Parent and each of CDW LLC's direct and indirect, 100% owned, domestic
subsidiaries. The Senior Subordinated Notes contain negative covenants that, among other things, place restrictions and limitations on the ability
of Parent and each of CDW LLC's direct and indirect, 100% owned, domestic subsidiaries to dispose of assets, incur additional indebtedness,
incur guarantee obligations, prepay other indebtedness, make distributions or other restricted payments, create liens, make equity or debt
investments, make acquisitions, engage in mergers or consolidations, or engage in certain transactions with affiliates. The Senior Subordinated
Notes do not contain any financial covenants.
Inventory Financing Agreements
We have entered into agreements with certain financial intermediaries to facilitate the purchase of inventory from various suppliers
under certain terms and conditions, as described below. These amounts are classified separately as accounts payable-inventory financing on the
consolidated balance sheets. We do not incur any interest expense associated with these agreements as balances are paid when they are due.
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