8-K/AAcquisitions & DispositionsMaterial AgreementsRegulation FD+2

Dell Technologies Inc. 8-K/A Report, Agreement Terminated (Nov 5, 2021)

Filed November 5, 2021For Securities:DELL

Summary

Dell Technologies Inc. (DELL) filed an 8-K/A amendment on November 4, 2021, primarily to update investors on the completion of significant debt redemptions following its previously announced "Separation." Specifically, the company redeemed in full its $1.625 billion of 7.125% Senior Notes due 2024 and $1.5 billion of 5.450% First Lien Notes due 2023. These actions, effective November 2, 2021, signify the full settlement of these debt obligations, removing any further liabilities associated with these notes and their related guarantees and indenture. The filing also includes updated pro forma financial information reflecting the Separation. This updated presentation, furnished as an exhibit, provides investors with a clearer view of the company's financial performance and position post-Separation for various historical periods, including the six months ended July 30, 2021. Investors should review these updated pro forma statements for a more accurate understanding of the company's financial trajectory.

Key Highlights

  • 1Dell Technologies completed the redemption of $1.625 billion of 7.125% Senior Notes due 2024 on November 2, 2021.
  • 2Dell Technologies also redeemed $1.5 billion of 5.450% First Lien Notes due 2023 on November 2, 2021.
  • 3These debt redemptions were completed at prices above par, including accrued interest, with one using a customary 'make-whole' price.
  • 4The completion of these redemptions extinguishes all further obligations related to these specific debt instruments and their associated guarantees and indentures.
  • 5An updated pro forma financial presentation reflecting the impact of the 'Separation' has been furnished.
  • 6The updated pro forma financial information covers historical periods including the six months ended July 30, 2021, and fiscal years ending January 29, 2021, January 31, 2020, and February 1, 2019.
  • 7The filing provides unaudited pro forma condensed consolidated financial statements of income (loss) and financial position as of July 30, 2021.

Frequently Asked Questions

On November 2, 2021, Dell Technologies, through its subsidiaries Dell International and EMC Corporation, completed the full redemption of two significant debt issuances: $1.625 billion of 7.125% Senior Notes due 2024 and $1.5 billion of 5.450% First Lien Notes due 2023. This action signifies the settlement of these financial obligations.

The full redemption of these notes means that Dell Technologies and its guarantors have no further obligations under these specific debt instruments, their related guarantees, or the governing indentures. This simplifies the company's debt structure and removes future interest payment liabilities associated with these particular notes.

Dell Technologies provided an updated pro forma financial presentation to reflect the effects of the previously announced 'Separation' on its financial results and position. This allows investors to better understand the company's financial performance and standing after this significant corporate event.

The updated pro forma financial information, including statements of income (loss) and financial position reflecting the Separation, is furnished as Exhibits 99.1 and 99.2 to this 8-K/A filing and is incorporated by reference.