| Item 8.01 | Entry into a Material Definitive Agreement. |
On October 1, 2024, 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., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, SG Americas Securities, 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 $700,000,000 aggregate principal amount of their 4.350% Senior Notes due 2030 (the “2030 Notes”) and $800,000,000 aggregate principal amount of their 4.850% Senior Notes due 2035 (the “2035 Notes” and, together with the 2030 Notes, the “Notes”), in accordance with the terms and conditions set forth in the Underwriting Agreement. The 2030 Notes will be sold at a public offering price of 99.883% of the aggregate principal amount thereof and the 2035 Notes will be sold at a public offering price of 99.646% 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 October 8, 2024, subject to customary closing conditions. The Issuers intend to use the net proceeds from the offering of Notes to redeem their 5.850% Senior Notes due 2025 and to use any remaining proceeds for general corporate purposes, which may include the 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 October 1, 2024 and a final prospectus supplement dated October 1, 2024.
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:
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Exhibit
No. | | Exhibit Description |
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| 99.1 | | Underwriting Agreement, dated October 1, 2024, among Dell International L.L.C., EMC Corporation, Dell Technologies Inc., Dell Inc., Denali Intermediate Inc., and Barclays Capital Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, SG Americas Securities, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters. |
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| 104 | | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
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