Summary
Dell Technologies Inc. (DELL) announced through a Form 8-K filing on December 15, 2021, the successful closing of a significant debt offering. The company, via its subsidiaries Dell International L.L.C. and EMC Corporation, issued $1 billion in 3.375% Senior Notes due 2041 and $1.25 billion in 3.450% Senior Notes due 2051, totaling $2.25 billion in aggregate principal amount. These notes are senior unsecured obligations, guaranteed jointly and severally by Dell Technologies Inc., Denali Intermediate, Inc., and Dell Inc. The issuance was conducted as a private placement to qualified institutional buyers, utilizing exemptions from standard registration requirements. This offering represents Dell's strategy to manage its capital structure and secure long-term financing at favorable interest rates, with maturities extending out two decades or more. The indenture includes standard covenants for investment-grade debt, such as limitations on liens and asset disposals, and a provision for a change of control repurchase option for noteholders. Dell has also entered into a registration rights agreement, obligating them to register similar notes for exchange within two years to allow for a public resale offering.
Key Highlights
- 1Dell Technologies Inc. successfully closed a private offering of $2.25 billion in aggregate principal amount of senior notes.
- 2The offering consisted of $1 billion of 3.375% Senior Notes due 2041 and $1.25 billion of 3.450% Senior Notes due 2051.
- 3The notes are issued by Dell International L.L.C. and EMC Corporation and are guaranteed by Dell Technologies Inc., Denali Intermediate, Inc., and Dell Inc.
- 4The notes are senior unsecured obligations, ranking equally with other senior indebtedness of the issuers and their guarantors.
- 5The issuance was conducted as a private placement to qualified institutional buyers under Rule 144A and Regulation S.
- 6The company has agreed to register similar notes for exchange with the SEC within two years, with penalties for non-compliance.
- 7The indenture includes covenants common to investment-grade debt, such as restrictions on liens and asset disposals, and a change of control provision.