Item 8.01 Entry into a Material Definitive Agreement.
On January 9, 2023, Dell Technologies Inc. (the "Company"), Dell International
L.L.C. ("Dell International"), EMC Corporation (together with Dell
International, the "Issuers") and the other Guarantors (as defined below)
entered into an underwriting agreement (the "Underwriting Agreement") with
Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P.
Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC,
as representatives of the several underwriters (together, the "Underwriters"),
pursuant to which the Issuers agreed to issue and sell to the Underwriters
$1,000,000,000 aggregate principal amount of its 5.250% Senior Notes due 2028
(the "2028 Notes") and $1,000,000,000 aggregate principal amount of its 5.750%
Senior Notes due 2033 (the "2033 Notes" and, together with the 2028 Notes, the
"Notes"), in accordance with the terms and conditions set forth in the
Underwriting Agreement. The 2028 Notes will be sold at a public offering price
of 99.955% of the aggregate principal amount thereof and the 2033 Notes will be
sold at a public offering price of 99.788% of the aggregate principal amount
thereof.
The Notes will be guaranteed on a joint and several unsecured basis by the
Company, Denali Intermediate, Inc. and Dell Inc. (collectively, the
"Guarantors"). The closing of the offering of Notes is expected to occur on
January 24, 2023, subject to customary closing conditions. The Issuers intend to
use the net proceeds from the offering of Notes to repay their 5.450% Senior
Notes due 2023 and any remaining net proceeds for general corporate purposes,
including repayment of other debt.
The sale of the Notes has been registered with the Securities and Exchange
Commission (the "Commission") in a registration statement on Form S-3, File
No. 333-269159 (the "Registration Statement"). The terms of the Notes are
described in the base prospectus included in the Registration Statement, as
supplemented by a preliminary prospectus supplement dated January 9, 2023 and a
final prospectus supplement dated January 9, 2023.
The foregoing summary of the Underwriting Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of such
document filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
No. Exhibit Description
99.1 Underwriting Agreement, dated January 9, 2023, among Dell
International L.L.C., EMC Corporation, Dell Technologies Inc., Dell
Inc., Denali Intermediate Inc., and Barclays Capital Inc., BofA
Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC,
Morgan Stanley & Co. LLC, and Wells Fargo Securities, LLC, as
representatives of the several underwriters.
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
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