Item 1.01. Entry into a Material Definitive Agreement
On March 26, 2021, CDW LLC ("CDW" or the "US Borrower") amended, extended and
increased the size of its senior secured asset-based revolving credit facility.
The terms of the revolving credit facility are set forth in the Third Amended
and Restated Revolving Loan Credit Agreement, dated March 26, 2021, by and among
CDW, CDW Finance Holdings Limited (the "UK Borrower"), the lenders party
thereto, JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo
Commercial Distribution Finance, LLC, as floorplan funding agent, and the joint
lead arrangers, joint bookrunners, co-collateral agents, co-syndication agents
and co-documentation agents party thereto (the "Third A&R Revolving Loan
Agreement"). The Third A&R Revolving Loan Agreement amends and restates CDW's
prior revolving loan credit agreement, dated March 31, 2017, by and among CDW,
the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent,
Wells Fargo Commercial Distribution Finance, LLC, as floorplan funding agent,
and the joint lead arrangers, joint bookrunners, co-collateral agents,
co-syndication agents and co-documentation agents party thereto, as previously
amended, modified and supplemented.
Borrowings by the US Borrower under the revolving credit facility will continue
to bear interest at a variable interest rate (based on one of two indices,
either LIBOR or an alternate base rate outlined in the Third A&R Revolving Loan
Agreement), and borrowings by the UK Borrower under the revolving credit
facility, which may be in U.S. Dollars, Pounds Sterling or Euros, will bear
interest at a variable interest rate (based on either LIBOR, EURIBOR or an
overnight bank funding rate outlined in the Third A&R Revolving Loan Agreement),
in each case, plus an applicable margin based upon average daily excess cash
availability.
The Third A&R Revolving Loan Agreement, among other things, (i) adds the UK
Borrower as a borrower party, however, unless the Company elects in its sole
discretion, the UK Borrower will not provide any guarantee of the other
obligations thereunder nor will it provide any collateral support;
(ii) increases the overall revolving credit facility from $1,450.0 million to
$1,600.0 million, of which $150.0 million may be borrowed by the UK Borrower;
and (iii) extends the maturity date from March 31, 2022 to March 26, 2026.
CDW's ability to borrow under the revolving credit facility remains limited by a
minimum liquidity condition, which continues to provide that, if excess cash
availability is less than the lesser of (i) $138.0 million and (ii) the greater
of (A) 10% of the borrowing base and (B) $110.0 million, the lenders are not
required to lend any additional amounts under the revolving credit facility
unless the consolidated fixed charge coverage ratio (as described in the Third
A&R Revolving Loan Agreement) is at least 1.00 to 1.00.
The description of the Third A&R Revolving Loan Agreement contained in this
Current Report on Form 8-K is a summary and is qualified in its entirety by
reference to the complete text of the Third A&R Revolving Loan Agreement, a copy
of which is filed herewith as Exhibit 10.1, which is incorporated herein by
reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The discussion of the Third A&R Revolving Loan Agreement set forth under Item
1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Third Amended and Restated Revolving Loan Credit Agreement,
dated March 26, 2021, by and among CDW LLC, CDW Finance Holdings
Limited, the lenders party thereto, JPMorgan Chase Bank, N.A., as
administrative agent, Wells Fargo Commercial Distribution
Finance, LLC, as floorplan funding agent, and the joint lead
arrangers, joint bookrunners, co-collateral agents,
co-syndication agents and co-documentation agents party thereto.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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