$2,000,000,000 AGGREGATE PRINCIPAL AMOUNT OF THEIR 8.350% FIRST LIEN NOTES DUE 2046, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF THEIR OUTSTANDING UNREGISTERED 8.350% FIRST LIEN NOTES DUE 2046.
, 2021
To Brokers, Dealers, Commercial Banks,
Trust Companies and other Nominees:
As described in the enclosed Prospectus, dated , 2021 (as the same may be amended or supplemented from time to time, the “Prospectus”), and Letter of Transmittal (the “Letter of Transmittal”), Dell International L.L.C. and EMC Corporation (together, the “Issuers”), the Issuers’ direct and indirect parent companies, Dell Technologies Inc. (“Dell Technologies”), Dell Inc. (“Dell”), and Denali Intermediate Inc. (“Denali Intermediate”), and certain of the Issuers’ subsidiaries (together with Dell Technologies, Dell and Denali Intermediate, the “Guarantors”) are offering to exchange (the “Exchange Offer”) an aggregate principal amount of up to $3,750,000,000 of the Issuers’ 5.450% First Lien Notes due 2023, an aggregate principal amount of up to $1,000,000,000 of the Issuers’ 4.000% First Lien Notes due 2024, an aggregate principal amount of up to $1,000,000,000 of the Issuers’ 5.850% First Lien Notes due 2025, an aggregate principal amount of up to $4,500,000,000 of the Issuers’ 6.020% First Lien Notes due 2026, an aggregate principal amount of up to $1,750,000,000 of the Issuers’ 4.900% First Lien Notes due 2026, an aggregate principal amount of up to $500,000,000 of the Issuers’ 6.100% First Lien Notes due 2027, an aggregate principal amount of up to $1,750,000,000 of the Issuers’ 5.300% First Lien Notes due 2029, an aggregate principal amount of up to $750,000,000 of the Issuers’ 6.200% First Lien Notes due 2030, an aggregate principal amount of up to $1,500,000,000 of the Issuers’ 8.100% First Lien Notes due 2036 and an aggregate principal amount of up to $2,000,000,000 of the Issuers’ 8.350% First Lien Notes due 2046 (collectively, the “Exchange Notes”), which have each been registered under the Securities Act of 1933, as amended (the “Securities Act”), for, respectively, an equal aggregate principal amount of the Issuers’ outstanding unregistered 5.450% First Lien Notes due 2023, the Issuers’ outstanding unregistered 4.000% First Lien Notes due 2024, the Issuers’ outstanding unregistered 5.850% First Lien Notes due 2025, the Issuers’ outstanding unregistered 6.020% First Lien Notes due 2026, the Issuers’ outstanding unregistered 4.900% First Lien Notes due 2026, the Issuers’ outstanding unregistered 6.100% First Lien Notes due 2027, the Issuers’ outstanding unregistered 5.300% First Lien Notes due 2029, the Issuers’ outstanding unregistered 6.200% First Lien Notes due 2030, the Issuers’ outstanding unregistered 8.100% First Lien Notes due 2036 and the Issuers’ outstanding unregistered 8.350% First Lien Notes due 2046 (collectively, the “Outstanding Notes”), in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof upon the terms and subject to the conditions of the enclosed Prospectus and the related Letter of Transmittal. The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the applicable Outstanding Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof, upon the terms and subject to the conditions of the enclosed Prospectus and the related Letter of Transmittal, and are not subject to any covenant regarding registration under the Securities Act. The Outstanding Notes are fully and unconditionally guaranteed (the “Outstanding Guarantees”) by the Guarantors on a senior secured basis (other than with respect to Dell Technologies, which provides an unsecured guarantee), and the Exchange Notes will be fully and unconditionally guaranteed (the “New Guarantees”) by the Guarantors on a senior secured basis (other than with respect to Dell Technologies, which will provide an unsecured guarantee). Upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offer in exchange for the Outstanding Guarantees of the Outstanding Notes for which such Exchange Notes are issued in the Exchange Offer. Throughout this letter, unless the context otherwise requires and whether so expressed or not, references to the “Exchange Offer” include the Guarantors’ offer to exchange the New Guarantees for the Outstanding Guarantees, references to the “Exchange Notes” include the related New Guarantees and references to the “Outstanding Notes” include the related Outstanding Guarantees. The Issuers will accept for exchange any and all Outstanding Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offer is subject to certain conditions described in the Prospectus.