Long-Term Debt

9 Months Ended

Sep. 30, 2019



		As of September 30, 2019					As of December 31, 2018
(dollars in millions)	Maturity	Interest Rate		Amount			Interest Rate		Amount
Credit Facilities
CDW UK revolving credit facility⁽¹⁾	July 2021	—	%	$	—		—	%	$	—
Senior secured asset-based revolving credit facility	March 2022	3.31	%	26.0			—	%	—
Total credit facilities				26.0					—

Term Loans
CDW UK term loan⁽¹⁾	August 2021	2.16	%	56.5			2.29	%	65.0
Senior secured term loan facility⁽²⁾	August 2023	3.80	%	1,442.0			4.10	%	1,453.2
Total term loans				1,498.5					1,518.2

Unsecured Senior Notes
Senior notes due 2023 ("2023 Senior Notes")	September 2023	—	%	—			5.00	%	525.0
Senior notes due 2024 ("2024 Senior Notes")	December 2024	5.50	%	575.0			5.50	%	575.0
Senior notes due 2025 ("2025 Senior Notes")	September 2025	5.00	%	600.0			5.00	%	600.0
Senior notes due 2028 ("2028 Senior Notes")	April 2028	4.25	%	600.0			—	%	—
Total unsecured senior notes				1,775.0					1,700.0

Other long-term obligations				4.4					8.3
Unamortized deferred financing fees				(19.5		)			(17.9		)
Current maturities of long-term debt				(25.4		)			(25.3		)
Total long-term debt				$	3,259.0				$	3,183.3


(1)	British pound-denominated debt facilities.


(2)	See Note 14 (Subsequent Events).

As of September 30, 2019, the Company is in compliance with the covenants under the various credit agreements and indentures.

Credit Facilities

The Company has a variable rate CDW UK revolving credit facility that is denominated in British pounds. As of September 30, 2019, the Company could have borrowed up to an additional £50 million ($61 million at September 30, 2019) under the CDW UK revolving credit facility.

The Company also has a variable rate senior secured asset-based revolving credit facility (the "Revolving Loan") that is denominated in US dollars. The Revolving Loan is used by the Company for borrowings, issuances of letters of credit and floorplan financing. As of September 30, 2019, the Revolving Loan had less than $1 million of undrawn letters of credit, $356 million reserved for the floorplan sub-facility and a borrowing base of $2.2 billion, which is based on the amount of eligible inventory and accounts receivable balances as of August 31, 2019. As of September 30, 2019, the Company could have borrowed up to an additional $1.1 billion under the Revolving Loan.

The Revolving Loan is collateralized by a first priority interest in inventory (excluding inventory to the extent collateralized under the inventory financing arrangements as described in Note 4 (Inventory Financing Agreements)), deposits and accounts receivable, and by a second priority interest in substantially all other US assets.

Term Loans

The CDW UK term loan has a variable interest rate. The Company is required to make annual principal installments of £5 million ($6 million at September 30, 2019), with the remaining principal amount due at the maturity date.

The CDW UK term loan agreement imposes restrictions on CDW UK's ability to transfer funds to the Company through the payment of dividends, repayment of intercompany loans, advances or subordinated debt that require, among other things, the maintenance of a minimum net leverage ratio. As of September 30, 2019, the amount of restricted payment capacity under the CDW UK term loan was £134 million ($165 million at September 30, 2019).

The senior secured term loan facility (the "Term Loan") has a variable interest rate, which has effectively been capped through the use of interest rate caps (see Note 6 (Financial Instruments)). The interest rate disclosed in the table above represents the variable interest rates in effect for September 30, 2019 and December 31, 2018, respectively. The Company is required to pay quarterly principal installments of $4 million with the remaining principal amount due at the maturity date. As of September 30, 2019, the amount of CDW's restricted payment capacity under the Term Loan was $1.7 billion.

The Term Loan is collateralized by a second priority interest in substantially all inventory (excluding inventory to the extent collateralized under the inventory financing arrangements as described in Note 4 (Inventory Financing Agreements), deposits and accounts receivable, and by a first priority interest in substantially all other US assets.

Unsecured Senior Notes

The 2024 Senior Notes and 2025 Senior Notes have a fixed interest rate, for which interest is paid semi-annually.

On September 26, 2019, the Company completed the issuance of $600 million aggregate principal amount of 4.25% Senior Notes due 2028 at par. The 2028 Senior Notes will mature on April 1, 2028 and bear interest at a rate of 4.25% per annum, payable semi-annually on April 1 and October 1 of each year, commencing on April 1, 2020. The net proceeds from the issuance of the 2028 Senior Notes were primarily used to redeem all of the remaining $525 million aggregate principal amount of the 2023 Senior Notes at a redemption price of 102.5% of the principal amount redeemed, plus accrued and unpaid interest to the date of redemption, and to pay fees and expenses related to the issuance and redemption. The redemption date was October 12, 2019. On the same date, the indenture governing the 2023 Senior Notes was satisfied and discharged.

Fair Value

The fair values of the Senior Notes were estimated using quoted market prices for identical liabilities that are traded in over-the-counter secondary markets that are not considered active. The fair value of the Term Loan was estimated using dealer quotes for identical liabilities in markets that are not considered active. The Senior Notes, Term Loan and CDW UK term loan are classified as Level 2 within the fair value hierarchy. The carrying value of the Revolving Loan and CDW UK revolving credit facility approximate fair value if there are outstanding borrowings.

The approximate fair values and related carrying values of the Company's long-term debt, including current maturities and excluding unamortized discount and unamortized deferred financing fees, are as follows:



(in millions)	September 30, 2019		December 31, 2018
Fair value	$	3,412.3	$	3,145.8
Carrying value	3,303.9		3,226.5