CDW 2014 Annual Report Download - page 92

Table of Contents CDW CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
stock at a 5% discount from the closing market price on the final day of the offering period. There is no compensation expense
associated with the CSPP.
On July 2, 2013, the Company completed an IPO of 23,250,000 shares of common stock. On July 31, 2013, the Company completed
the sale of an additional 3,487,500 shares of common stock to the underwriters of the IPO pursuant to the underwriters' July 26, 2013
exercise in full of the overallotment option granted to them in connection with the IPO. Such shares were registered under the Securities
Act of 1933, as amended, pursuant to the Company's Registration Statement on Form S-1, which was declared effective by the SEC on
June 26, 2013. The shares of common stock are listed on the NASDAQ Global Select Market under the symbol “CDW.” The
Company's shares of common stock were sold to the underwriters at a price of $17.00 per share in the IPO and upon the exercise of the
overallotment option, which together generated aggregate net proceeds of $424.7 million to the Company after deducting underwriting
discounts, expenses and transaction costs.
The Company has completed the following secondary public offerings, whereby certain selling stockholders sold shares of common
stock to the underwriters. The Company did not receive any proceeds from these sales of shares.
(1) Under each underwriting agreement, the selling stockholders granted the underwriters an option, exercisable for thirty days, to purchase up to the
additional amount of shares noted.
(2) The option to purchase additional shares was not exercised in connection with the September 2014 secondary offering.
The following pre-tax IPO-related expenses and secondary-offering-related expenses were included within selling and administrative
expenses in the consolidated statements of operations for the years ended December 31, 2014 and 2013, respectively.
(1) See Note 10 for additional discussion of the impact of the IPO on the Company's equity awards.
(2) See Note 12 for additional discussion of this transaction.
(3) Represents the payment of a termination fee to affiliates of the Sponsors in connection with the termination of the management services agreement
with such entities.
(4) Other expenses include secondary-offering expenses of $1.4 million and $0.6 million for the years ended December 31, 2014 and 2013,
respectively.
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Secondary Offering
Shares
Completion Date of
Secondary Offering
Overallotment
Shares
(1)
Completion Date
of Overallotment
Shares
Secondary
Offering
Expenses
(in millions)
15,000,000
11/19/2013 2,250,000
12/18/2013
$
0.6
10,000,000
3/12/2014 1,500,000
3/12/2014
$
0.4
15,000,000
5/28/2014 2,250,000
6/4/2014
$
0.5
15,000,000
9/8/2014
(2)
—
—
$
0.3
15,000,000
12/8/2014 2,250,000
12/8/2014
$
0.2
(in millions) Year Ended December 31,
2014 2013
Acceleration charge for certain equity awards and
related employer payroll taxes
(1)
$
—
$
40.7
RDU Plan cash retention pool accrual
(2)
—
7.5
Management services agreement termination fee
(3)
—
24.4
Other expenses
(4)
1.4
2.4
IPO- and secondary-offering-related expenses
$
1.4
$
75.0