|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Agent 9/07/10 CDW Corp S-4 57:14M RR Donnelley/FA CDW Logistics, Inc. CDW Direct, LLC CDW Technologies, Inc. CDW LLC CDW Government LLC CDW Finance Corp |
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 3.27M
Business-Combination Transaction
2: EX-3.1 Fourth Amended and Restated Certificate of HTML 34K
Incorporation of Cdw Corporation
11: EX-3.10 Amended and Restated Limited Liability Company HTML 48K
Agreement of Cdw Direct, LLC
12: EX-3.11 Articles of Organization of Cdw Government LLC HTML 80K
13: EX-3.12 Amended and Restated Limited Liability Company HTML 55K
Agreement of Cdw Government LLC
14: EX-3.13 Articles of Incorporation of Cdw Logistics, Inc. HTML 81K
15: EX-3.14 By-Laws of Cdw Logistics, Inc. HTML 61K
3: EX-3.2 Amended and Restated By-Laws of Cdw Corporation HTML 74K
4: EX-3.3 Articles of Organization of Cdw LLC HTML 85K
5: EX-3.4 Amended and Restated Limited Liability Company HTML 56K
Agreement of Cdw LLC
6: EX-3.5 Certificate of Incorporation of Cdw Finance HTML 29K
Corporation
7: EX-3.6 By-Laws of Cdw Finance Corporation HTML 74K
8: EX-3.7 Amended and Restated Articles of Incorporation of HTML 142K
Cdw Technologies, Inc.
9: EX-3.8 Amended and Restated By-Laws of Cdw Technologies, HTML 85K
Inc.
10: EX-3.9 Articles of Organization of Cdw Direct, LLC HTML 157K
16: EX-4.1 Senior Exchange Note Indenture HTML 764K
22: EX-4.11 Senior Registration Rights Agreement HTML 119K
23: EX-4.12 Senior Subordinated Registration Rights Agreement HTML 121K
17: EX-4.2 Senior Exchange Note Supplemental Indenture HTML 35K
18: EX-4.3 Second Senior Exchange Note Supplemental Indenture HTML 36K
19: EX-4.6 Senior Subordinated Exchange Note Indenture HTML 765K
20: EX-4.7 Senior Subordinated Exchange Note Supplemental HTML 35K
Indenture
21: EX-4.8 Second Senior Subordinated Exchange Note HTML 36K
Supplemental Indenture
24: EX-5.1 Opinion of Kirkland & Ellis LLP HTML 36K
25: EX-5.2 Opinion of Foley & Lardner LLP HTML 38K
26: EX-10.1 Revolving Loan Credit Agreement HTML 644K
35: EX-10.10 Registration Agreement HTML 131K
36: EX-10.11 Cdw Holdings LLC 2007 Incentive Equity Plan HTML 30K
37: EX-10.12 Form of Cdw Holdings LLC (Executive) Purchase and HTML 106K
Exchange Agreement
38: EX-10.13 Form of Cdw Holdings LLC (Management) Purchase and HTML 109K
Exchange Agreement
39: EX-10.14 Form of Cdw Holdings LLC (Executive) Class B HTML 104K
Common Unit Grant Agreement
40: EX-10.15 Form of Cdw Holdings LLC (Management) Class B HTML 111K
Common Unit Grant Agreement
41: EX-10.16 Form of Cdw Holdings LLC (Executive) Deferred Unit HTML 83K
Purchase Agreement
42: EX-10.17 Form of Cdw Holdings LLC (Management) Deferred HTML 79K
Unit Purchase Agreement
43: EX-10.18 Form of Compensation Protection Agreement HTML 69K
44: EX-10.19 Cdw Compensation Protection Plan HTML 48K
27: EX-10.2 First Amendment to Revolving Loan Credit Agreement HTML 36K
45: EX-10.20 Form of Noncompetition Agreement HTML 40K
46: EX-10.21 Form of Noncompetition Agreement HTML 40K
47: EX-10.22 Cdw Restricted Debt Unit Plan HTML 84K
48: EX-10.23 Form of Cdw (Executive) Restricted Debt Unit Grant HTML 30K
Notice and Agreement
49: EX-10.24 Form of Cdw (Management) Restricted Debt Unit HTML 28K
Grant Notice and Agreement
28: EX-10.3 Term Loan Agreement HTML 616K
29: EX-10.4 Amendment No. 1 to the Term Loan Agreement HTML 355K
30: EX-10.5 Senior Bridge Loan Agreement HTML 618K
31: EX-10.6 Amendment No. 1 to the Senior Bridge Loan HTML 39K
Agreement
32: EX-10.7 Senior Subordinated Bridge Loan Agreement HTML 634K
33: EX-10.8 Amendment No. 1 to the Senior Subordinated Bridge HTML 39K
Loan Agreement
34: EX-10.9 Management Services Agreement HTML 57K
50: EX-12.1 Computation of Ratio of Earnings to Fixed Charges HTML 48K
51: EX-21.1 List of Subsidiaries HTML 19K
52: EX-23.1 Consent of Pricewaterhousecoopers LLP HTML 19K
53: EX-23.2 Consent of Pricewaterhousecoopers LLP HTML 19K
54: EX-25.1 Statement of Eligibility of Trustee on Form T-1 HTML 51K
55: EX-99.1 Form of Letter of Transmittal HTML 124K
56: EX-99.2 Form of Exchange Instructions HTML 35K
57: EX-99.3 Form of Notice of Guaranteed Delivery HTML 43K
| Articles of Organization of CDW LLC |
Exhibit 3.3
OFFICE OF THE SECRETARY OF STATE
JESSE WHITE — Secretary of State
0290922-7
12/31/2009
ILLINOIS CORPORATION SERVICE C
801 ADLAI STEVENSON DRIVE
RE CDW LLC
DEAR SIR OR MADAM:
ARTICLES OF MERGER FOR THE ABOVE-NAMED COMPANY HAVE BEEN PLACED ON FILE.
THE REQUIRED FEE IS HEREBY ACKNOWLEDGED.
SINCERELY YOURS,
/s/ JESSE WHITE
JESSE WHITE
SECRETARY OF STATE
DEPARTMENT OF BUSINESS SERVICES
LIMITED LIABILITY COMPANY SECTION
(217) 524-8008
JW
|
Form LLC-37.25 April 2008 |
Illinois Limited Liability Company Act Articles of Merger |
ASSIGNED FILE: 02909227 | ||
| This space for use by Secretary of State. | ||||
| Secretary of State Jesse White Department of Business Services Limited Liability Division 501 S. Second St., Rm. 351 217-524-8008 |
||||
| SUBMIT IN DUPLICATE | FILED DEC 31 2009
JESSE WHITE SECRETARY OF STATE | |||
| Must be typewritten. ___________________________ |
||||
| This space for use by Secretary of State.
|
||||
| Payment must be made by check or | Date: 12/31/09 | |||
| money order payable to Secretary of | Filing Fee: $100.00 | |||
| State. Filing fee is $100, but if merger | Approved: B | |||
| of more than two entities, $50 for each additional entity. |
| 1. | Names of Entities proposing to merge, and State or Country of Organization: |
| Name of Entity | Type of Entity (Corporation, Limited Liability Company, Limited Partnership, General Partnership or other permitted entity) |
Domestic State or Country |
Illinois Secretary of State File Number (if any) | |||
| CDW Corporation | Corporation | Illinois | 5838-520-4 | |||
| CDWC LLC | Limited Liability Company | Illinois | 02909227 | |||
| 2. | The plan of merger has been approved and signed by each Limited Liability Company and other entity that is to merge. If a corporation is a party to the merger, a copy of the plan as approved is attached to these Articles of Merger. |
| 3. | a. Name of Surviving Entity: CDWC LLC |
| b. Address of Surviving Entity: 200 N. Milwaukee Avenue, Vernon Hills, IL 60061 |
| 4. | Effective date of merger: (check one) |
| a. x the filing date, or |
| b. ¨ a later date, but not more than 30 days subsequent to the filing date: |
Month, Day, Year
| 5. | All Limited Liability Companies that are parties to this merger and were on record with the Illinois Secretary of State prior to Jan. 1, 1998, have elected in their operating agreements to be governed by the Amendatory Act of 1997. |
| 6. | If the survivor is a Limited Liability Company, indicate changes that are necessary to its Articles of Organization by reason of this merger: |
| The new name of the limited liability company is CDW LLC. |
Printed on recycled paper.
Printed by authority of the State of Illinois. May 2008 — 1M — LLC 30.2
LLC-37.25
| 7. | For the Limited Liability Companies that are parties to the merger, complete the following: |
| Name of LLC | Jurisdiction | Organization Date | Date of Admission to Illinois (foreign LLC’s) | |||
| CDWC LLC | Illinois | 12/31/09 | ||||
| 8. | If the surviving entity is not a Limited Liability Company, the entity agrees that it may be served with process in Illinois and is subject to liability in any action or proceeding for the enforcement of any liability or obligation of a Limited Liability Company previously subject to suit in this State, which is to merge, and for the enforcement, as provided in this Act, of the right of members of any Limited Liability Company to receive payment for their interest against the surviving entity. |
| 9. | The undersigned entities caused these Articles of Merger to be signed by the duly authorized person, each of whom affirms, under penalty of perjury, that the facts stated herein are true. |
| Dated December 31 , | 2009 | |
| Month & Day |
Year | |
| 1. |
/s/ John A. Edwardson | 2. | /s/ John A. Edwardson | |||
| Signature | Signature | |||||
| John A. Edwardson, Chairman and CEO | John A. Edwardson, Manager | |||||
| Name and Title (type or print) | Name and Title (type or print) | |||||
| CDW Corporation | CDWC LLC | |||||
| Name if a Corporation or other Entity | Name if a Corporation or other Entity | |||||
| 3. |
4. | |||||
| Signature | Signature | |||||
| Name and Title (type or print) | Name and Title (type or print) | |||||
| Name if a Corporation or other Entity | Name if a Corporation or other Entity | |||||
If more space is needed, please attach additional sheets of this size.
Signatures must be in black ink on an original document.
Carbon copy, photocopy or rubber stamp signatures
may only be used on conformed copies.
Printed on recycled paper.
Printed by authority of the State of Illinois. May 2008 — 1M — LLC 30.2
AGREEMENT AND PLAN OF MERGER
OF
CDW CORPORATION
an Illinois corporation,
AND
CDWC LLC
an Illinois limited liability company,
* * * * * *
In accordance with the provisions of Section 11.39
of the Business Corporation Act of the Slate of Illinois
******
THIS AGREEMENT AND PLAN OF MERGER made and entered into this 31st day of December, 2009, by and between CDW CORPORATION (“CORPORATION”), an Illinois corporation and CDWC LLC (“CDWC”), an Illinois limited liability company:
WITNESSETH, that:
WHEREAS, the Directors and sole Shareholder of CORPORATION and the sole Member and Managers of CDWC deem it advisable that CORPORATION merge into CDWC on the terms and conditions hereinafter set forth in accordance with the applicable provisions of the laws of the limited liability Company Act of the State of Illinois, as amended, and the Business Corporation Act of Illinois, as amended, each of which permits such merger;
NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained the parties hereby agree as follows:
FIRST: CORPORATION, which is a corporation organized in the State of Illinois, and which is sometimes hereinafter referred to as the “Terminating Corporation,” shall be merged (the “Merger”) with and into CDWC, which is a limited liability company organized in the State of Illinois, and which is sometimes hereinafter referred to as the “Surviving Company.” The Business Corporation Act of the State of Illinois permits the merger of a business corporation of said jurisdiction with and into a limited liability company of said jurisdiction.
SECOND: The separate existence of the Terminating Corporation shall cease upon the Effective Date of the Merger in accordance with the provisions of the Business Corporation Act of the State of Illinois.
THIRD: The Surviving Company shall continue its existence and upon the Effective Date of the Merger the Surviving Company shall change its name to CDW LLC pursuant to the provisions of the Illinois Limited Liability Company Act.
FOURTH: The Agreement and Plan of Merger shall be submitted to the Board of Directors and sole Shareholder of the Terminating Corporation in accordance with the laws of the State of Illinois and to the Board of Manager and the sole Member of the Surviving Company in accordance with the laws of the State of Illinois.
FIFTH: Upon the Effective Date of the Merger, each of the issued and outstanding shares of the Terminating Corporation shall be, by virtue of the Merger and without any action by the Terminating Corporation or Surviving Company or any other person, cancelled and no cash or securities or other property shall be payable to Terminating Corporation in respect thereof.
SIXTH: Each Common Unit of the Surviving Company issued and outstanding on the Effective Date shall continue to be issued and outstanding following the Effective Date and shall represent one Common Unit of the Surviving Company.
SEVENTH: The Articles of Organization of the Surviving Company as they exist on the Effective Date shall be the Articles of Organization of the Surviving Company following the Effective Date, amended to change the name as stated in Article Third of this Agreement and Plan of Merger.
EIGHTH: The Operating Agreement of the Surviving Company as it exists on the Effective Date shall be the Operating Agreement of the Surviving Company following the Effective Date, amended to change the name as stated in Article Third of this Agreement and Plan of Merger.
NINTH: The Managers of the Surviving Company as they exist on the Effective Date shall be the Managers of the Surviving Company following the Effective Date, and such persons shall serve as Managers for the terms provided for in the Operating Agreement or until their respective successors are elected and qualified.
TENTH: The Effective Date of the Merger shall be as of the close of business on December 31, 2009, immediately following the merger of CDW Government, Inc., a wholly-owned subsidiary of the Terminating Corporation, into CDWG LLC, also a wholly-owned subsidiary of the Terminating Corporation.
ELEVENTH: If, at any time, the Surviving Company shall consider or be advised that any acknowledgements or assurance in law or any similar action are necessary or desirable in order to acknowledge or confirm in and to the Surviving Company any right, title or interest of the Terminating Corporation held immediately prior to the Effective Date, the Terminating Corporation and its proper officers and directors shall execute and deliver all such acknowledgements or assurances in law and do all things necessary or proper to acknowledge or confirm such right, title, or interest in the Surviving Company as shall be necessary to carry out the purposes of the Agreement and Plan of Merger, and the Surviving Company and the proper officers and managers thereof are fully authorized to take any and all such action in the name of the Terminating Corporation or otherwise.
TWELFTH: This Agreement and Plan of Merger may be terminated and abandoned by action of either party hereto at any time prior to the filing date whether before or after approval
2
by the sole Shareholder of the Terminating Corporation and the sole Member of the Surviving Company.
THIRTEENTH: The Parties intend that the Merger will be treated as a reorganization under Internal Revenue Code Section 368(a)(1)(F).
IN WITNESS WHEREOF, each of the parties hereto have caused this Agreement and Plan of Merger to be executed by their respective officers thereunto duly authorized all as of the date first written above.
| CDW CORPORATION, an Illinois Corporation | ||
| By: | /s/ Robert J. Welyki | |
|
Vice President and Treasurer | ||
| CDWC LLC, an Illinois Limited Liability Company | ||
| By: | /s/ Robert J. Welyki | |
|
Vice President and Treasurer | ||
3
|
Form LLC-5.5 April 2007 |
Illinois Limited Liability Company Act Articles of Organization |
FILE # | ||
| This space for use by Secretary of State. | ||||
| Secretary of State Jesse White Department of Business Services Limited Liability Division 501 S. Second St., Rm. 351 217-524-8008 |
||||
| SUBMIT IN DUPLICATE | ||||
| Must be typewritten. ___________________________ |
||||
| This space for use by Secretary of State.
|
||||
| Payment must be made by certified check, | Filing Fee: $500
|
|||
| cashier’s check, Illinois attorney’s check. | Approved: | |||
| C.P.A.’s check or money order payable to | ||||
| Secretary of State. |
| 1. | Limited Liability Company Name: | CDWC LLC | ||
| The LLC name must contain the words Limited Liability Company, LLC, or LLC and cannot contain the terms Corporation, Corp., Incorporated, Inc., Ltd., Co., Limited Partnership or LP. | ||||
| 2. | Address of Principal Place of Business where records of the company will be kept: (P.O. Box alone or c/o is | |||
| unacceptable.) | 200 N. Milwaukee Avenue, Vernon Hills, IL 60061 | |||
| 3. | Articles of Organization effective on: (check one) | |||
|
¨ the filing date þ later date (not to exceed 60 days after the filing date): 12/31/09 | ||||
| Month, Day, Year | ||||
| 4. | Registered Agent’s Name and Registered Office Address: | |||
| Registered Agent: | Illinois Corporation Service Company | |||||||||
| First Name | Middle Initial | Last Name | ||||||||
| Registered Office: | 801 Adlai Stevenson Drive | |||||||||
| (P.O. Box alone or | Number | Street | Suite # | |||||||
| c/o is unacceptable.) | ||||||||||
| Springfield, IL 62703 (Sangamon County) | ||||||||||
| City | ZIP Code | County | ||||||||
| 5. | Purpose(s) for which the Limited Liability Company is organized: (If more space is needed, attach additional sheets of this size.) | |||||||||
| “The transaction of any or all lawful business for which Limited Liability Companies may be organized under this Act.” | ||||||||||
| 6. | Latest date, if any, upon which the company is to dissolve: | |||||
| (Leave blank if duration is perpetual.) | Month, Day, Year | |||||
Printed by authority of the State of Illinois. April 2008 — 5M — LLC-4.12
LLC-5.5
| 7. |
(OPTIONAL) Other provisions for the regulation of the internal affairs of the Company: (If more space is needed, attach additional sheets of this size.) | |
| No manager of the Company may sign and deliver any instrument transferring or affecting the Company’s interest in real property unless authorized to do so by affirmative vote of a majority of the managers then in office. | ||
| 8. |
The Limited Liability Company: (Check either a or b below.) | |
|
a. þ is managed by the manager(s) (List names and business addresses.) | ||
| See attached Exhibit A | ||
| b. ¨ has management vested in the member(s) (List names and addresses.) | ||
| 9. |
Name and Address of Organizer(s) | |
| I affirm, under penalties of perjury, having authority to sign hereto, that these Articles of Organization are to the best of my knowledge and belief, true, correct and complete. | ||
Dated December 18 , 2009
Month & Day Year
| 1. | /s/ Robert J. Welyki | 1. | 200 N. Milwaukee Avenue | |||||
| Signature | Number Street | |||||||
| Robert J. Welyki | Vernon Hills | |||||||
| Name (type or print) | City/Town | |||||||
| Authorized Person | Illinois 60061 | |||||||
| Name if a Corporation or other Entity, and Title of Signer | State ZIP Code | |||||||
| 2. | 2. | |||||||
| Signature | Number Street | |||||||
| Name (type or print) | City/Town | |||||||
| Name if a Corporation or other Entity, and Title of Signer | State ZIP Code | |||||||
Signatures must be in black ink on an original document. Carbon copy, photocopy or rubber stamp signatures may only be used on conformed copies.
Printed by authority of the State of Illinois. April 2008 — 5M — LLC-4.12
Exhibit A
| Managers | ||
| John A. Edwardson | 200 N. Milwaukee Avenue, Vernon Hills, IL 60061 | |
| Steven W. Alesio | 103 John F. Kennedy Parkway, Short Hills, JN 07078 | |
| Barry K. Allen | 50 Kennedy Plaza, 18th Floor, Providence, RI, 02903 | |
| Benjamin D. Chereskin | 400 N. Michigan Avenue, Suite 620, Chicago, IL 60611 | |
| Glenn M. Creamer | 50 Kennedy Plaza, 18th Floor, Providence, RI, 02903 | |
| Michael J. Dominguez | 50 Kennedy Plaza, 18th Floor, Providence, RI, 02903 | |
| George A. Peinado | Three First National Plaza, 70 W. Madison Street, Suite | |
| 4600, Chicago, IL 06062 | ||
| This ‘S-4’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 9/7/10 | None on these Dates | ||
| 12/31/09 | ||||
| 1/1/98 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/26/24 CDW Corp. 10-K 12/31/23 102:13M 8/02/23 CDW Corp. S-3ASR 8/02/23 19:2.4M Donnelley … Solutions/FA 2/24/23 CDW Corp. 10-K 12/31/22 105:12M 2/28/22 CDW Corp. 10-K 12/31/21 108:13M 11/23/21 CDW Corp. POSASR 11/23/21 10:344K Donnelley … Solutions/FA 2/26/21 CDW Corp. 10-K 12/31/20 102:13M 10/15/20 CDW Corp. S-3ASR 10/15/20 9:1.5M Donnelley … Solutions/FA |