| Item 1.01 | Entry into a Material Definitive Agreement. |
On October 8, 2024, two wholly-owned subsidiaries of Dell Technologies Inc. (the “Company”), Dell International L.L.C. and EMC Corporation (together, the “Issuers”), completed a public offering (the “Offering”) of $700,000,000 aggregate principal amount of the Issuers’ 4.350% Senior Notes due 2030 (the “2030 Notes”) and $800,000,000 aggregate principal amount of the Issuers’ 4.850% Senior Notes due 2035 (the “2035 Notes” and, together with the 2030 Notes, the “Notes”). The Notes were sold pursuant to a shelf registration statement on Form S-3ASR (File No. 333-269159).
The Notes were issued pursuant to a Base Indenture, dated as of January 24, 2023 (the “Base Indenture”), among the Issuers, the Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”), as supplemented, (i) with respect to the 2030 Notes, by the 2030 Notes Supplemental Indenture No. 1 (the “2030 Notes Supplemental Indenture”), dated as of October 8, 2024, among the Issuers, the Guarantors and the Trustee, and (ii) with respect to the 2035 Notes, by the 2035 Notes Supplemental Indenture No. 1 (the “2035 Notes Supplemental Indenture” and, together with the Base Indenture and the 2030 Notes Supplemental Indenture, the “Indenture”), dated as of October 8, 2024, among the Issuers, the Guarantors and the Trustee.
The Notes are senior unsecured obligations of the Issuers and rank equal in right of payment with all of the Issuers’ existing and future senior indebtedness and senior in right of payment to all of the Issuers’ existing and future subordinated indebtedness. The Notes are unsecured and are guaranteed on a joint and several basis by the Company and its wholly-owned subsidiaries, Denali Intermediate Inc. (“Denali Intermediate”) and Dell Inc. (“Dell” and, together with Denali Intermediate and the Company, the “Guarantors”). Such note guarantees rank equal in right of payment with all existing and future senior indebtedness of the Guarantors and senior in right of payment to all future subordinated indebtedness of the Guarantors. The Notes and the note guarantees are structurally subordinated to all of the existing and future indebtedness and other liabilities of any existing and future subsidiaries of the Company that do not guarantee the Notes (other than the Issuers).
Interest on each series of the Notes began accruing on October 8, 2024, the issue date of the Notes. Interest on the 2030 Notes accrues at a rate of 4.350% per year, payable semi-annually in arrears on February 1 and August 1 of each year, commencing on February 1, 2025. Interest on the 2035 Notes accrues at a rate of 4.850% per year, payable semi-annually in arrears on February 1 and August 1 of each year, commencing on February 1, 2025. The 2030 Notes mature on February 1, 2030 and the 2035 Notes mature on February 1, 2035.
Prior to (i) January 1, 2030 (the date one month prior to the maturity of the 2030 Notes), in the case of the 2030 Notes, and (ii) November 1, 2034 (the date three months prior to the maturity of the 2035 Notes), in the case of the 2035 Notes, the Issuers may, on any one or more occasions, redeem some or all of the Notes of such series at a “make-whole” premium, plus accrued and unpaid interest to, but excluding, the redemption date.
On or after (i) January 1, 2030, in the case of the 2030 Notes, and (ii) November 1, 2034, in the case of the 2035 Notes, the Issuers may, on any one or more occasions, redeem some or all of the Notes of such series at a price equal to 100% of the aggregate principal amount of the Notes of such series to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
If a change of control triggering event occurs, the holders of the Notes may require the Issuers to purchase for cash all or a portion of their Notes at a purchase price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the repurchase date.
The Indenture contains covenants that impose limitations on, among other things, creating liens on certain assets to secure debt; consolidating, merging or selling or otherwise disposing of all or substantially all assets; and entering into sale and leaseback transactions. The Indenture also contains customary events of default and covenants for an issuer of investment grade debt securities.
