CDW Corp 8-K

What Happened
CDW Corporation (CDW) filed an 8-K reporting that on December 17, 2025 CDW LLC entered into a new five-year, $2,884.5 million senior unsecured credit facility that replaces and refinances its prior 2021 term and revolving facilities. The new Credit Agreement provides a $634.5 million term loan (fully funded at signing) and a $2,250.0 million revolving loan (with a $175.0 million letter of credit subfacility and $100.0 million swingline). The filing also reports updated Compensation Protection Agreements, effective January 1, 2026, for four Named Executive Officers (Christine A. Leahy, Albert J. Miralles, Frederick J. Kulevich, and Katherine E. Sanderson) that extend and modify their severance arrangements.

Key Details

• New Senior Credit Facility: $2,884.5M total — $634.5M term loan (funded Dec 17, 2025) + $2,250.0M revolver; five‑year term with up to two one‑year extension options for the revolver.
• Uses and structure: Proceeds for working capital and general corporate purposes, including refinancing the prior loan agreements dated Dec 1, 2021; facility allows borrowings in USD, EUR, GBP, and CAD.
• Pricing & fees: USD borrowings at option of alternate base rate + 0.125% or SOFR + 1.125% (SOFR floor 0.00%); margins and commitment fees vary by CDW’s unsecured credit ratings (example ranges noted in the agreement). Letters of credit and floorplan usage bear customary fees.
• Covenants & features: No scheduled term‑loan amortization (pay at maturity); maximum leverage covenant set at 4.00:1.00 (temporary 4.50:1.00 election allowed after a qualified acquisition under specified conditions); accordion feature permits up to $1.0B incremental commitments. Administrative agent: JPMorgan Chase Bank, N.A.; floorplan funding agent: Wells Fargo CDF.
• Executive agreements: On Dec 19, 2025, CDW replaced existing Compensation Protection Agreements with new forms effective Jan 1, 2026, extending expiration from Jan 1, 2026 to Jan 1, 2029 and changing bonus proration to use target annual bonus (plus other administrative updates); agreements include customary restrictive covenants (including non‑competition) and severance triggers.

Why It Matters
The new facility secures near‑term liquidity and replaces CDW’s prior credit agreements, reducing refinancing risk and providing a large revolving line ($2.25B) to support working capital, floorplan needs, and corporate flexibility. Interest pricing and the leverage covenant are tied to CDW’s credit ratings, so rating changes could affect borrowing costs. The updated Compensation Protection Agreements extend and clarify severance and restrictive‑covenant terms for key executives, which matters for governance, potential severance exposure, and retention planning.