UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On January 24, 2023, two wholly-owned subsidiaries of Dell Technologies Inc. (the “Company”), Dell International L.L.C. and EMC Corporation (together, the “Issuers”), completed a public offering (the “Offering”) of $1,000,000,000 aggregate principal amount of the Issuers’ 5.250% Senior Notes due 2028 (the “2028 Notes”) and $1,000,000,000 aggregate principal amount of the Issuers’ 5.750% Senior Notes due 2033 (the “2033 Notes” and, together with the 2028 Notes, the “Notes”). The Notes were sold pursuant to a shelf registration statement on Form S-3ASR (File No. 333-269159).
The Notes were issued pursuant to a Base Indenture, dated as of January 24, 2023 (the “Base Indenture”), among the Issuers, the Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”), as supplemented, (i) with respect to the 2028 Notes, by the 2028 Notes Supplemental Indenture No. 1 (the “2028 Notes Supplemental Indenture”), dated as of January 24, 2023, among the Issuers, the Guarantors and the Trustee, and (ii) with respect to the 2033 Notes, by the 2033 Notes Supplemental Indenture No. 1 (the “2033 Notes Supplemental Indenture” and, together with the Base Indenture and the 2028 Notes Supplemental Indenture, the “Indenture”), dated as of January 24, 2023, among the Issuers, the Guarantors and the Trustee.
The Notes are senior unsecured obligations of the Issuers and rank equal in right of payment with all of the Issuers’ existing and future senior indebtedness and senior in right of payment to all of the Issuers’ existing and future subordinated indebtedness. The Notes are guaranteed on a joint and several unsecured basis by the Company, Denali Intermediate, Inc. (“Denali Intermediate”) and Dell Inc. (“Dell” and, together with Denali Intermediate and the Company, the “Guarantors”), each a wholly-owned subsidiary of the Company. Such note guarantees rank equal in right of payment with all existing and future senior indebtedness of the Guarantors and senior in right of payment to all future subordinated indebtedness of the Guarantors. The Notes and the note guarantees are structurally subordinated to all of the existing and future indebtedness and other liabilities of any existing and future subsidiaries of the Company that do not guarantee the Notes.
Interest on each series of the Notes begins accruing on January 24, 2023, the issue date of the Notes. Interest on the 2028 Notes accrues at a rate of 5.250% per year, payable semi-annually in arrears on February 1 and August 1 of each year, commencing on August 1, 2023. Interest on the 2033 Notes accrues at a rate of 5.750% per year, payable semi-annually in arrears on February 1 and August 1 of each year, commencing on August 1, 2023. The 2028 Notes mature on February 1, 2028 and the 2033 Notes mature on February 1, 2033.
Prior to (i) January 1, 2028 (the date one month prior to the maturity of the 2028 Notes), in the case of the 2028 Notes, and (ii) November 1, 2032 (the date three months prior to the maturity of the 2033 Notes), in the case of the 2033 Notes, the Issuers may, on any one or more occasions, redeem some or all of the Notes of such series at a “make-whole” premium, plus accrued and unpaid interest to the redemption date.
On or after (i) January 1, 2028, in the case of the 2028 Notes, and (ii) November 1, 2032, in the case of the 2033 Notes, the Issuers may, on any one or more occasions, redeem some or all of the Notes of such series at a price equal to 100% of the aggregate principal amount of the Notes of such series to be redeemed, plus accrued and unpaid interest to the redemption date.
If a change of control triggering event occurs, the holders of the Notes may require the Issuers to purchase for cash all or a portion of their Notes at a purchase price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest to the repurchase date.
The Indenture contains covenants that impose limitations on, among other things, creating liens on certain assets to secure debt; consolidating, merging, selling or otherwise disposing of all or substantially all assets; and entering into sale and leaseback transactions. The Indenture also contains customary events of default and covenants for an issuer of investment grade debt securities.
The foregoing summaries of the Base Indenture, the 2028 Notes Supplemental Indenture and the 2033 Notes Supplemental Indenture do not purport to be complete and are qualified in their entirety by reference to the full texts of such documents filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K (including the forms of Notes included therein and filed as Exhibits 4.4 and 4.5 hereto), which documents are incorporated herein by reference. In addition, legal opinions of Simpson Thacher & Bartlett LLP and Holland & Knight LLP relating to the Notes are filed as Exhibit 5.1 and 5.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| 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 in Item 1.01 is incorporated into this Item 2.03 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The following documents are herewith filed as exhibits to this report:
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: January 24, 2023 | Dell Technologies Inc. | |||||
| By: | /s/ Christopher Garcia | |||||
| Christopher Garcia | ||||||
| Senior Vice President and Assistant Secretary | ||||||
| (Duly Authorized Officer) | ||||||