Item 1.02 Termination of Material Definitive Agreement.
The information set forth in the Introductory Note is incorporated herein by
reference.
In connection with the Separation, on November 2, 2021, Dell International
L.L.C. ("Dell International") and EMC Corporation ("EMC"), each a wholly-owned
subsidiary of Dell Technologies, completed the previously announced redemption
in full of the $1,625,000,000 aggregate principal amount of issued and
outstanding 7.125% Senior Notes due 2024 at a redemption price equal to 101.781%
of the principal amount thereof, plus accrued and unpaid interest to, but
excluding, the redemption date. As a result, Dell International, EMC and the
guarantors of the 7.125% Senior Notes due 2024 have no further obligations under
the 7.125% Senior Notes due 2024, the related guarantees or the base indenture,
dated as of June 22, 2016, as amended and supplemented from time to time, by and
among Dell International, EMC, the other guarantors party thereto and The Bank
of New York Mellon Trust Company, N.A., as trustee.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note is incorporated herein by
reference.
Item 7.01 Regulation FD Disclosure.
Dell Technologies previously furnished in its Current Report on Form 8-K filed
with the Securities and Exchange Commission on September 20, 2021 a management
presentation setting forth its estimated pro forma financial results after
giving effect to the Separation for each of Dell Technologies' fiscal years
ended February 1, 2019, January 31, 2020 and January 29, 2021 and each of the
quarterly periods in the fiscal year ended January 29, 2021. Dell Technologies
is furnishing an updated presentation of its pro forma financial results and
related matters for such periods, as well as for the six months ended July 30,
2021, to reflect the effects of the completion of the Separation. A copy of the
updated presentation is furnished herewith as Exhibit 99.2 and is incorporated
in this Item 7.01 by reference.
In accordance with General Instruction B.2 to Form 8-K, the information
contained in this Item 7.01, including Exhibit 99.2 hereto incorporated by
reference herein, is being "furnished" to the Securities and Exchange Commission
and shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities under
such section. Further, such information shall not be deemed to be incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, unless specifically identified as
being incorporated therein by reference.
Item 8.01 Other Events.
The information set forth in the Introductory Note is incorporated herein by
reference.
In addition to the redemption in full of the debt securities described in Item
1.02, on November 2, 2021, Dell International and EMC completed the previously
announced redemption of $1,500,000,000 aggregate principal amount of their
outstanding 5.450% First Lien Notes due 2023 at a customary "make-whole" price,
plus accrued and unpaid interest to, but excluding, the redemption date.
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Item 9.01 Financial Statements and Exhibits.
(b) Pro forma financial information.
The unaudited pro forma financial information of the Company, reflecting the
performance of the Company's business after giving effect to the Separation,
consisting of the unaudited pro forma condensed consolidated statements of
income (loss) for the six months ended July 30, 2021 and for the fiscal years
ended January 29, 2021, January 31, 2020, and February 1, 2019 and the unaudited
pro forma condensed consolidated statement of financial position as of July 30,
2021, is filed as Exhibit 99.1 to this report and incorporated herein by
reference.
(d) Exhibits.
The following documents are herewith filed or furnished as exhibits to this
report:
Exhibit Number Exhibit Description
99.1 Unaudited pro forma condensed consolidated financial statements of
Dell Technologies Inc.
Management presentation of pro forma financial results of Dell
99.2 Technologies Inc.
Cover Page Interactive Data File - the cover page XBRL tags are
104 embedded within the Inline XBRL document.
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