Dell (DELL) 8-KDell Technologies Announces Early Results and Increase of Tender Sub-Cap for Cash Tender Offers for Certain Outstanding Debt Securities

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 15, 2023

Dell Technologies Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (800) 289-3355

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

On December 15, 2023, Dell Technologies Inc. (the “Company”) issued a press release announcing the early results for the previously announced tender offers (the “Tender Offers”) by Dell Inc., its wholly-owned subsidiary (“Dell”), and amending the terms of the Tender Offers to increase the combined tender sub-cap with respect to the 3.450% Senior Notes due 2051 and the 3.375% Senior Notes due 2041 from the previously announced amount of $300.0 million in aggregate principal amount to $350.0 million in aggregate principal amount. Under the amended terms of the Tender Offers, Dell will purchase for cash up to $500.0 million aggregate principal amount (the “Aggregate Tender Cap”) of 3.450% Senior Notes due 2051 (the “2051 Notes”), 3.375% Senior Notes due 2041 (the “2041 Notes”), 8.350% Senior Notes due 2046 (the “2046 Notes”), 8.100% Senior Notes due 2036 (the “2036 Notes”), 6.020% Senior Notes due 2026 (the “2026 Notes”), 5.850% Senior Notes due 2025 (the “2025 Notes”) and 4.000% Senior Notes due 2024 (the “2024 Notes” and, together with the 2051 Notes, the 2041 Notes, the 2046 Notes, the 2036 Notes, the 2026 Notes and the 2025 Notes, the “Notes”), each co-issued by Dell International L.L.C. and EMC Corporation, which are wholly-owned subsidiaries of Dell, subject to market conditions and other factors. In addition, under the amended terms of the Tender Offers, (i) the 2051 Notes and 2041 Notes are subject to a combined tender sub-cap of $350.0 million aggregate principal amount, (ii) the 2046 Notes and 2036 Notes are subject to a combined tender sub-cap of $250.0 million aggregate principal amount and (iii) the 2026 Notes, 2025 Notes and 2024 Notes are subject to a combined tender sub-cap of $200.0 million aggregate principal amount.

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Subsequently, on December 18, 2023, the Company issued a press release announcing the pricing terms for the Tender Offers by Dell. Dell expects to accept for purchase $350,000,000 in aggregate principal amount of the 2051 Notes and $150,000,000 in aggregate principal amount of the 2046 Notes (collectively, the “Accepted Notes”) that were validly tendered and not validly withdrawn at or before the early tender deadline from the registered holders thereof. As the aggregate principal amount of all Accepted Notes that were validly tendered and not validly withdrawn by the early tender deadline exceeds the Aggregate Tender Cap, Dell does not expect to accept for purchase any tenders of the other series of securities subject to the Tender Offers or any securities that are tendered after the early tender deadline.

A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.

(d) Exhibits. The following documents are herewith filed as exhibits to this report:

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.