UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| |
||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 8.01 of this report is incorporated by reference in this Item 2.03.
| Item 8.01 | Other Events. |
On July 18, 2022, Dell Technologies Inc. (the “Company”) established a commercial paper program under which the Company’s indirect wholly owned subsidiaries, Dell International L.L.C. and EMC Corporation, as co-issuers, may issue unsecured promissory notes (the “notes”) from time to time up to a maximum aggregate face amount of $5.0 billion outstanding at any time. Payment of the commercial paper notes will be fully and unconditionally guaranteed by the Company and its direct and indirect wholly owned subsidiaries, Denali Intermediate Inc. and Dell Inc., respectively. The maturities of the notes may vary, but will not exceed 397 days from the date of issue. The notes and the guarantee thereof will rank equal in right of payment with all other unsecured senior indebtedness of the obligors. The proceeds of the notes will be used for general corporate purposes. The notes will be sold on customary terms in the U.S. commercial paper market on a private placement basis.
The notes have not been and will not be registered under the Securities Act of 1933 or state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933 and applicable state securities laws.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: July 18, 2022 | Dell Technologies Inc. | |||||
| By: | /s/ Christopher A. Garcia | |||||
| Christopher A. Garcia Senior Vice President and Assistant Secretary | ||||||
| (Duly Authorized Officer) | ||||||
3