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CDW > SEC Filings for CDW > Form 8-K on 19-Nov-2013All Recent SEC Filings

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Form 8-K for CDW CORP


Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01. Entry into a Material Definitive Agreement.

On November 13, 2013, CDW Corporation (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC, as representative of the several underwriters listed on Schedule 1 thereto (the "Underwriters"), and the selling stockholders listed on Schedule 2 thereto (the "Selling Stockholders"), with respect to an underwritten public offering of 15,000,000 shares (the "Shares") of the Company's common stock, par value $0.01 per share (the "Common Stock"), at a public offering price of $20.50 per share, to be sold by the Selling Stockholders. Under the terms of the Underwriting Agreement, the Selling Stockholders granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 2,250,000 shares of Common Stock from them. The closing of the offering and delivery of the Shares took place on November 19, 2013. The Company did not receive any proceeds from the sale of the Shares.

The offering is being made pursuant to (i) a Registration Statement on Form S-3ASR (the "Registration Statement") filed with the Securities and Exchange Commission (the "SEC") on November 8, 2013, which became effective upon filing (File No. 333-192227), and (ii) a related prospectus dated November 13, 2013 and filed with the SEC on November 14, 2013 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended.

The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, and is incorporated by reference in the Registration Statement. The description of the Underwriting Agreement in this report is a summary and is qualified in its entirety by the terms of the Underwriting Agreement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.                                  Description

1.1               Underwriting Agreement, dated as of November 13, 2013, by and
                  among the Company, J.P. Morgan Securities LLC, as representative
                  of the Underwriters, and the Selling Stockholders.

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