8-KMaterial AgreementsFinancial EventsExhibits & Filings

Dell Technologies Inc. 8-K Report, Material Agreement (Oct 8, 2024)

Filed October 8, 2024For Securities:DELL

Summary

Dell Technologies Inc. (DELL) has announced the completion of a public offering of senior unsecured notes, raising a total of $1.5 billion. The offering consisted of $700 million in 4.350% Senior Notes due 2030 and $800 million in 4.850% Senior Notes due 2035. These notes are guaranteed by Dell Technologies Inc. and its subsidiaries Denali Intermediate Inc. and Dell Inc., ranking equally with existing senior indebtedness of the issuers and guarantors. This financing activity suggests Dell is potentially refinancing existing debt, managing its capital structure, or funding ongoing operations and strategic initiatives. Investors should note that the new notes are structurally subordinated to debt at subsidiaries that do not provide guarantees, meaning those entities' creditors would have a prior claim on their assets. The indenture includes customary covenants and events of default, as well as a provision for a change of control repurchase at 101% of principal.

Key Highlights

  • 1Dell Technologies Inc. raised $1.5 billion through a public offering of senior unsecured notes.
  • 2The offering includes $700 million of 4.350% Senior Notes due 2030.
  • 3The offering also includes $800 million of 4.850% Senior Notes due 2035.
  • 4The notes are guaranteed by Dell Technologies Inc., Denali Intermediate Inc., and Dell Inc.
  • 5The notes are senior unsecured obligations of the Issuers and rank equally with existing and future senior indebtedness.
  • 6The notes are structurally subordinated to indebtedness of non-guarantor subsidiaries.
  • 7The indenture includes standard covenants, events of default, and a change of control repurchase feature.

Frequently Asked Questions

While the filing doesn't explicitly state the purpose, such offerings are typically used to refinance existing debt, manage the company's capital structure, fund general corporate purposes, or support strategic initiatives. Investors should look to future financial reports or company announcements for more specific details on fund utilization.

The notes are senior unsecured obligations of the issuers (Dell International L.L.C. and EMC Corporation) and rank equally with all existing and future senior indebtedness of the issuers. They are also guaranteed by the parent company and two other subsidiaries, ranking equally with their senior indebtedness. However, they are structurally subordinated to any debt held by subsidiaries that do not guarantee these notes.

The 2030 Notes carry a 4.350% interest rate and mature on February 1, 2030, with redemption options prior to maturity. The 2035 Notes carry a 4.850% interest rate and mature on February 1, 2035, also with redemption options. Both series pay interest semi-annually starting February 1, 2025, and include a change of control repurchase provision at 101% of the principal amount.

Yes, the indenture includes covenants that limit the creation of liens on certain assets to secure debt, restrictions on consolidating, merging, or selling substantially all assets, and limitations on entering into sale and leaseback transactions. It also contains customary events of default and covenants for investment-grade debt.