CDW 2012 Annual Report Download - page 73

Table of Contents CDW CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2011. This loss represented $97.0 million in tender offer premiums and $17.1 million for the write-off of a portion of the unamortized
deferred financing costs related to the Senior Notes due 2015. In connection with the issuance of Senior Notes, fees of $19.1 million
were capitalized as deferred financing costs and are being amortized over the term of the notes using the effective interest method.
On February 2, 2012, the Company commenced a tender offer to purchase any and all of the remaining $129.0 million aggregate
principal amount of Senior Notes due 2015. On February 17, 2012, the Company accepted for purchase $120.6 million aggregate
principal amount of the outstanding Senior Notes due 2015 that were tendered. On March 5, 2012, the Company accepted for purchase
an additional $0.1 million aggregate principal amount of the outstanding Senior Notes due 2015 that were tendered prior to the
expiration of the tender offer on March 2, 2012. On March 19, 2012, the Company redeemed the remaining $8.3 million aggregate
principal amount that was not tendered.
The Company funded the purchases and redemptions of the Senior Notes due 2015 with the issuance of $130.0 million aggregate
principal amount of additional Senior Notes on February 17, 2012. The proceeds from this issuance, together with cash on hand and
borrowings under the Revolving Loan, funded the payment of $129.0 million aggregate principal amount of Senior Notes due 2015,
$7.9 million in tender and redemption premiums and $5.0 million of accrued and unpaid interest, along with transaction fees and
expenses.
In connection with these transactions, the Company recorded a loss on extinguishment of long-term debt of $9.4 million in the
Company's consolidated statement of operations for the year ended December 31, 2012 . This loss represented $7.9 million in tender
and redemption premiums and $1.5 million for the write-off of the remaining unamortized deferred financing costs related to the Senior
Notes due 2015.
8.5% Senior Notes due 2019 (“Senior Notes”)
As discussed above, on April 13, 2011, the Company issued $725.0 million principal amount of Senior Notes and on May 20, 2011, the
Company 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, the Company 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, the Company 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, the Company recorded a loss on extinguishment of long-term debt of $7.8 million in the Company's 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 the Company's 100% owned subsidiaries purchased $28.5 million of principal amount of Senior
Subordinated Notes for a purchase price of $18.6 million . The Company recorded a gain on the extinguishment
67