CDW 2014 Annual Report Download - page 87

Table of Contents CDW CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On December 1, 2014, the proceeds from the issuance of the 2024 Senior Notes discussed below, along with cash on hand, were
deposited with the trustee to redeem $541.4 million aggregate principal amount of the 2019 Senior Notes at a redemption price of
106.202%
of the principal amount redeemed, plus accrued and unpaid interest through the date of redemption. The redemption date was
December 31, 2014. In connection with this redemption, the Company recorded a loss on extinguishment of long-term debt of $36.9
million in the consolidated statement of operations for the year ended December 31, 2014 , which was comprised of $4.7 million
for the
write-off of a portion of the unamortized deferred financing fees, a redemption premium of $23.0 million , and a make-whole interest
payment of $10.6 million , partially offset by $1.4 million for the write-off of a portion of the unamortized premium.
On August 5, 2014, the proceeds from the issuance of the 2022 Senior Notes discussed below, along with cash on hand, were deposited
with the trustee to redeem $234.7 million aggregate principal amount of the 2019 Senior Notes at a redemption price of 108.764% of
the principal amount redeemed, plus accrued and unpaid interest through the date of redemption. The redemption date was September 5,
2014. In connection with this redemption, the Company recorded a loss on extinguishment of long-term debt of $22.1 million in the
consolidated statement of operations for the year ended December 31, 2014 , which was comprised of $2.2 million for the write-
off of a
portion of the unamortized deferred financing fees, a redemption premium of $10.0 million , and a make-whole interest payment of
$10.6 million , partially offset by $0.7 million for the write-off of a portion of the unamortized premium.
On March 20, 2014, the Company repurchased and subsequently canceled $25.0 million aggregate principal amount of the 2019 Senior
Notes from an affiliate of Providence Equity in a privately negotiated transaction on an arms' length basis at a price of 109.75% of the
principal amount. Cash on hand was used to fund the repurchase of $25.0 million aggregate principal amount, $2.4 million of
repurchase premium and $1.0 million in accrued and unpaid interest to the date of repurchase. In connection with this repurchase, the
Company recorded a loss on extinguishment of long-term debt of $2.7 million in the Company's consolidated statement of operations
for the year ended December 31, 2014 . This loss represented $2.4 million in repurchase premium and $0.3 million for the write-
off of a
portion of the unamortized deferred financing costs related to the 2019 Senior Notes.
CDW LLC and CDW Finance Corporation are the co-issuers of the 2019 Senior Notes. Obligations under the 2019 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 2019 Senior Note indenture contains 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
2019 Senior Notes do not contain any financial covenants.
6.0% Senior Notes due 2022 ("2022 Senior Notes")
On August 5, 2014, CDW LLC and CDW Finance Corporation, as co-issuers, completed the issuance of $600.0 million aggregate
principal amount of 2022 Senior Notes at par. Fees of $8.0 million related to the 2022 Senior Notes were capitalized as deferred
financing costs and are being amortized over the term of the notes on a straight-line basis. The 2022 Senior Notes will mature on
August 15, 2022 and bear interest at a rate of 6.00% per annum, payable semi-
annually on February 15 and August 15 of each year. The
first interest payment date was February 15, 2015.
CDW LLC and CDW Finance Corporation are the co-issuers of the 2022 Senior Notes and the obligations under the notes are
guaranteed by Parent and each of CDW LLC's direct and indirect, wholly owned, domestic subsidiaries. The 2022 Senior Notes
indenture contains 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 enter into sale and lease-back transactions, incur additional
secured indebtedness, and create liens. The indenture governing the 2022 Senior Notes does not contain any financial covenants.
5.5% Senior Notes due 2024 ("2024 Senior Notes")
On December 1, 2014, CDW LLC and CDW Finance Corporation, as co-issuers, completed the issuance of $575.0 million aggregate
principal amount of 2024 Senior Notes at par. Fees of $7.5 million related to the 2024 Senior Notes were capitalized as deferred
financing costs and are being amortized over the term of the notes on a straight-line basis. The 2024 Senior Notes will mature on
December 1, 2024 and bear interest at a rate of 5.50% per annum, payable semi-annually on June 1 and December 1 of each year. The
first interest payment date will be June 1, 2015.
78