8-KMaterial AgreementsFinancial EventsExhibits & Filings

Dell Technologies Inc. 8-K Report, Material Agreement (Dec 15, 2021)

Filed December 15, 2021For Securities:DELL

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.

Frequently Asked Questions

Dell Technologies has issued a total of $2.25 billion in senior notes, comprising $1 billion of 3.375% Senior Notes due 2041 and $1.25 billion of 3.450% Senior Notes due 2051.

The notes are issued by two wholly-owned subsidiaries: Dell International L.L.C. and EMC Corporation. The principal subsidiaries of Dell Technologies Inc., namely Dell Technologies Inc. itself, Denali Intermediate, Inc., and Dell Inc., are providing joint and several guarantees for these notes.

The 2041 Notes carry a coupon of 3.375% and mature on December 15, 2041. The 2051 Notes carry a coupon of 3.450% and mature on December 15, 2051. Interest is payable semi-annually.

The notes are senior unsecured obligations. They rank equally with other senior indebtedness of the issuers and their guarantors and senior to any subordinated indebtedness. However, they are structurally subordinated to debt and liabilities of any subsidiaries that do not provide guarantees for these notes.