On March 6, 2019, Dell Technologies Inc. (the “Company”) issued a press release announcing the commencement of a private offering of $4 billion aggregate principal amount of First Lien Notes to be issued by two of its wholly-owned subsidiaries, Dell International L.L.C. and EMC Corporation (the“co-issuers”). A copy of the press release is filed as Exhibit 99.1 to this report and incorporated herein by reference.
Subsequently, on March 6, 2019, the Company issued a press release announcing the pricing of the previously announced offering by theco-issuers of $1,000,000,000 aggregate principal amount of 4.000% First Lien Notes due 2024, $1,750,000,000 aggregate principal amount of 4.900% First Lien Notes due 2026 and $1,750,000,000 aggregate principal amount of 5.300% First Lien Notes due 2029 (collectively, the “Notes”). This represents an increase of $500,000,000 in aggregate principal amount in the offering size of the Notes. The offering is expected to close on March 20, 2019, subject to customary closing conditions. A copy of the press release is filed as Exhibit 99.2 to this report and incorporated herein by reference.
The Company intends to use the net proceeds from the offering of the Notes, together with the net proceeds of concurrent refinancings described below, to redeem or repay all of theco-issuers’ outstanding 3.480% first lien notes due 2019 (the “2019 first lien notes”), with any remaining proceeds to repay outstanding amounts under its term loanA-5 facility which matures in 2019 and pay related premiums, accrued interest, fees and expenses, within 90 days of the closing of the offering. As a result, the Company expects that these transactions will have no material impact on the aggregate principal amount of indebtedness outstanding.
The offering of the Notes is part of a series of refinancing transactions, pursuant to which the Company intends to refinance its term loanA-2 facility whereby each existing lender will have the option to participate in the extension and “rollover” of its existing loans under such facility into a new five-year senior secured term loanA-6 facility under the Company’s senior secured credit facilities (the “term loanA-6 facility”) and make additional commitments under the term loanA-6 facility. Any loans that are not extended and “rolled over” into the term loanA-6 facility are expected to continue to remain outstanding under the term loanA-2 facility. The Company also intends to increase the aggregate principal amount of loans under its existing margin loan facility by $650 million. The consummation of these concurrent refinancings is not conditioned on the closing of the offering of the Notes, and the closing of the offering of the Notes is not conditioned upon the closing of either of the concurrent refinancings.
The offering of the Notes was made in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in the United States only to persons reasonably believed to be “qualified institutional buyers,” as that term is defined in Rule 144A under the Securities Act, or outside the United States pursuant to Regulation S under the Securities Act.
On March 6, 2019, the Company provided notice of its election to redeem (the “Redemption”) all $3.75 billion aggregate principal amount outstanding of theco-issuers’ outstanding 2019 first lien notes. The 2019 first lien notes are expected to be redeemed on March 21, 2019 (the “Redemption Date”). The Company’s obligation to complete the Redemption is conditioned upon the receipt on or prior to the Redemption Date by theco-issuers of net proceeds from the offering of the Notes in an amount sufficient to pay the redemption price pursuant to the Redemption. This Current Report on Form8-K does not constitute a notice of redemption of the 2019 first lien notes.
| Item 9.01 | Financial Statements and Exhibits |
