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): January 11, 2023 (
(Exact name of registrant as specified in its charter)
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| 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. | |
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 11, 2023 | Dell Technologies Inc. | |||||
| By: | /s/ Christopher Garcia | |||||
| Christopher Garcia | ||||||
| Senior Vice President and Assistant Secretary | ||||||
| (Duly Authorized Officer) | ||||||