ROUND
ROCK, Texas, Dec. 15,
2023 /PRNewswire/ -- Dell Technologies Inc. ("Dell
Technologies") (NYSE:DELL) today announced that, in connection with
the previously announced cash tender offers (collectively, the
"Offers") by Dell Inc., its wholly-owned subsidiary ("Dell"), for
up to $500 million aggregate
principal amount (the "Aggregate Tender Cap") of the debt
securities listed in the table below (collectively, the
"Securities" and each referred to as a "series" of Securities) from
each registered holder of Securities (individually, a "Holder," and
collectively, the "Holders"), $548,471,000 in aggregate principal amount of the
3.450% Senior Notes due 2051 and $262,091,000 in aggregate principal amount
of the 8.350% Senior Notes due 2046 was validly tendered and not
validly withdrawn at or prior to 5:00
p.m., New York City time,
on December 15, 2023 (the "Early
Tender Deadline"), in the aggregate amounts as shown in the table
below. Dell Technologies also today announced that it has amended
the Offers to increase the previously announced combined tender
sub-cap with respect to the 3.450% Senior Notes due 2051 and the
3.375% Senior Notes due 2041 from $300.0
million in aggregate principal amount to $350.0 million in aggregate principal amount (the
"Amended 2051-2041 Tender Sub-Cap"). Subject to the Amended
2051-2041 Tender Sub-Cap, the Offers and order of priority (the
"Acceptance Priority Levels") set forth in the table below are as
described in the Offer to Purchase dated December 4, 2023, as amended or supplemented (the
"Offer to Purchase"). The determination of the Total Consideration
(as defined in the Offer to Purchase) will occur at 10:00 a.m., New York
City time, on December 18,
2023 (such time and date, the "Price Determination Date").
The early settlement date is expected to occur on December 20, 2023.
Although the Offers are scheduled to expire at 5:00 p.m., New York
City time, on January 3, 2024,
because the aggregate principal amount of all Securities 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tendered and not validly withdrawn by the Early Tender Deadline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 Securities after the Early Tender
Deadline. Any Securities tendered after the Early Tender Deadline
will be promptly credited to the account of the Holder of such
Securities maintained at The Depository Trust Company and otherwise
returned in accordance with the Offer to Purchase.
The terms and conditions of the Offers are described in the
Offer to Purchase and remain unchanged except as amended
hereby.
The following table sets forth certain information regarding
the Securities and the Offers:
Title of
Security
|
Issuer(s)
|
CUSIP
Numbers
|
Tender
Sub-Cap(1)
(in
millions)
|
Acceptance
Priority
Level
|
Aggregate
Principal
Amount Outstanding
Prior to the Offers
|
Aggregate
Principal
Amount Tendered
at the Early Tender
Deadline
|
3.450% Senior Notes due
2051
|
Dell International
L.L.C.
and EMC Corporation
|
24703DBH3
144A:
24703DBG5
Reg S:
U24724AR4
|
$350.0
|
1
|
$1,094,877,000
|
$548,471,000
|
3.375% Senior Notes due
2041
|
Dell International
L.L.C.
and EMC Corporation
|
24703DBF7
144A:
24703DBE0
Reg S:
U24724AQ6
|
2
|
$962,390,000
|
N/A(2)
|
8.350% Senior Notes due
2046
|
Dell International
L.L.C.
and EMC Corporation
|
24703TAK2
144A:
25272KAR4
Reg S:
U2526DAF6
|
$250.0
|
3
|
$800,000,000
|
$262,091,000
|
8.100% Senior Notes due
2036
|
Dell International
L.L.C.
and EMC Corporation
|
24703TAJ5
144A:
25272KAN3
Reg S:
U2526DAE9
|
4
|
$999,650,000
|
N/A(2)
|
6.020% Senior Notes due
2026
|
Dell International
L.L.C.
and EMC Corporation
|
24703TAD8 144A:
25272KAK9 Reg S:
U2526DAD1
|
$200.0
|
5
|
$3,5000,006,000
|
N/A(2)
|
5.850% Senior Notes due
2025
|
Dell International
L.L.C.
and EMC Corporation
|
24703TAC0 144A:
24703DBB6
Reg S:
U24724AM5
|
6
|
$1,000,000,000
|
N/A(2)
|
4.000% Senior Notes due
2024
|
Dell International
L.L.C.
and EMC Corporation
|
24703TAB2 144A:
24703DAY7
Reg S:
U24724AJ2
|
7
|
$1,000,000,000
|
N/A(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The Securities (a) at
Acceptance Priority Level 1 and Level 2 are collectively subject to
the Amended 2051-2041 Tender Sub-Cap of $350.0 million aggregate
principal amount, (b) at Acceptance Priority Level 3 and Level 4
are collectively subject to a Tender Sub-Cap of $250.0 million
aggregate principal amount and (c) at Acceptance Priority Level 5,
Level 6 and Level 7 are collectively subject to a Tender Sub-Cap of
$200.0 million aggregate principal amount (collectively, the
"Tender Sub-Caps"). The Tender Sub-Caps represent the maximum
aggregate principal amount of the applicable series of Securities
that will be purchased. Dell reserves the right, but is under no
obligation, to increase, decrease or eliminate any of the Tender
Sub-Caps at any time, including on or after the Price Determination
Date and without extending the Early Tender Deadline or the
Withdrawal Deadline (each as defined herein), subject to applicable
law.
|
(2)
|
The aggregate principal
amount of all Securities validly tendered and not validly withdrawn
by the Early Tender Deadline exceeds the Aggregate Tender Cap.
Therefore, Dell does not expect to accept for purchase any tenders
of Securities at Acceptance Priority Level 2 and Levels 4 through
7.
|
Holders of Securities validly tendered and not validly withdrawn
at or prior to the Early Tender Deadline and accepted for purchase
by Dell will be eligible to receive the Total Consideration, which
includes an early tender premium of $50.00 per $1,000
principal amount of Securities validly tendered and not validly
withdrawn by such Holders. All payments for Securities purchased in
connection with the Early Tender Deadline will also include accrued
and unpaid interest on the principal amount of Securities purchased
from the last interest payment date applicable to the relevant
series of Securities up to, but not including, the early settlement
date.
In accordance with the terms of the Offers, the withdrawal
deadline was 5:00 p.m., New York City time, on December 15, 2023 (the "Withdrawal Deadline"). As
a result, tendered Securities may not be withdrawn, except in
certain limited circumstances where additional withdrawal rights
are required by law (as determined by Dell).
Dell reserves the absolute right, but is not obligated, subject
to applicable law, to: (i) waive any and all conditions to the
Offers; (ii) extend or terminate the Offers; (iii) (a) increase,
decrease or eliminate the Aggregate Tender Cap or (b) increase,
decrease or eliminate the Tender Sub-Caps, in each case, without
extending the Early Tender Deadline or the Withdrawal Deadline; or
(iv) otherwise amend the Offers in any respect.
BofA Securities, Inc., Goldman Sachs & Co. LLC and Wells
Fargo Securities, LLC are acting as the dealer managers for the
Offers (together, the "Dealer Managers"). The information agent and
tender agent for the Offers is Global Bondholder Services
Corporation (the "Tender Agent"). Copies of the Offer to Purchase
and related offer materials are available by contacting the Tender
Agent by telephone at (855) 654-2015 (toll-free) or (212) 430–3774
(banks and brokers), by email at contact@gbsc-usa.com.
Questions regarding the Offers should be directed to the Liability
Management Groups of BofA Securities, Inc. at +1 (888) 292-0070
(toll-free), Goldman Sachs & Co. LLC at +1 (800) 828-3182
(toll-free) and Wells Fargo Securities, LLC at +1 (866) 309-6316
(toll-free).
This press release is for informational purposes only and is not
an offer to buy or the solicitation of an offer to sell with
respect to any securities. The solicitation of offers to sell the
Securities is only being made pursuant to the terms of the Offer to
Purchase. The offer is not being made in any jurisdiction in which
the making or acceptance thereof would not be in compliance with
the securities, blue sky or other laws of such jurisdiction. None
of Dell, its affiliates, and their respective board of directors,
the Dealer Managers, the information and tender agent or the
trustee for any series of Securities is making any recommendation
as to whether or not holders should tender their Securities in
connection with the Offers, and neither Dell nor any other person
has authorized any person to make any such recommendation.
About Dell Technologies
Dell Technologies (NYSE:DELL) helps organizations and
individuals build their digital future and transform how they work,
live and play. The company provides customers with the
industry's broadest and most innovative technology and services
portfolio for the data era.
Special Note on Forward-Looking Statements:
Statements in this press release that relate to future results
and events are forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934 and Section 27A
of the Securities Act of 1933 and are based on Dell Technologies'
current expectations. In some cases, you can identify these
statements by such forward-looking words as "anticipate,"
"believe," "confidence," "could," "estimate," "expect," "guidance,"
"intend," "may," "objective," "outlook," "plan," "project,"
"possible," "potential," "should," "will" and "would," or similar
words or expressions that refer to future events or outcomes.
Dell Technologies' results or events in future periods could
differ materially from those expressed or implied by these
forward-looking statements because of risks, uncertainties, and
other factors that include, but are not limited to, the following:
adverse global economic conditions and instability in financial
markets; competitive pressures; Dell Technologies' reliance on
third-party suppliers for products and components, including
reliance on single-source or limited-source suppliers; Dell
Technologies' ability to achieve favorable pricing from its
vendors; Dell Technologies' ability to achieve the intended
benefits of its continuing strategic relationship with VMware,
Inc.; Dell Technologies' execution of its strategy; Dell
Technologies' ability to manage solutions and products and services
transitions in an effective manner; Dell Technologies' ability to
deliver high-quality products, software, and services; cyber
attacks or other data security incidents; Dell Technologies'
ability to successfully execute on strategic initiatives including
acquisitions, divestitures or cost savings measures; Dell
Technologies' foreign operations and ability to generate
substantial non-U.S. net revenue; Dell Technologies' product,
services, customer, and geographic sales mix, and seasonal sales
trends; the performance of Dell Technologies' sales channel
partners; access to the capital markets by Dell Technologies or its
customers; material impairment of the value of goodwill or
intangible assets; weak economic conditions and the effect of
additional regulation on Dell Technologies' financial services
activities; counterparty default risks; the loss by Dell
Technologies of any contracts for ISG services and solutions and
its ability to perform such contracts at their estimated costs;
loss by Dell Technologies of government contracts; Dell
Technologies' ability to develop and protect its proprietary
intellectual property or obtain licenses to intellectual property
developed by others on commercially reasonable and competitive
terms; disruptions in Dell Technologies' infrastructure; Dell
Technologies' ability to hedge effectively its exposure to
fluctuations in foreign currency exchange rates and interest rates;
expiration of tax holidays or favorable tax rate structures, or
unfavorable outcomes in tax audits and other tax compliance
matters; impairment of portfolio investments; unfavorable results
of legal proceedings; expectations relating to environmental,
social and governance (ESG) considerations; compliance requirements
of changing environmental and safety laws, human rights laws, or
other laws; the effect of armed hostilities, terrorism, natural
disasters, or public health issues; the effect of global climate
change and legal, regulatory, or market measures to address climate
change; Dell Technologies' dependence on the services of
Michael Dell and key employees; Dell
Technologies' level of indebtedness; and business and financial
factors and legal restrictions affecting continuation of Dell
Technologies' quarterly cash dividend policy and dividend rate.
This list of risks, uncertainties, and other factors is not
complete. Dell Technologies discusses some of these matters more
fully, as well as certain risk factors that could affect Dell
Technologies' business, financial condition, results of operations,
and prospects, in its reports filed with the SEC, including Dell
Technologies' annual report on Form 10-K for the fiscal year ended
February 3, 2023, quarterly reports
on Form 10-Q, and current reports on Form 8-K. These filings are
available for review through the SEC's website at
www.sec.gov. Any or all forward-looking statements Dell
Technologies makes may turn out to be wrong and can be affected by
inaccurate assumptions Dell Technologies might make or by known or
unknown risks, uncertainties, and other factors, including those
identified in this press release. Accordingly, you should not place
undue reliance on the forward-looking statements made in this press
release, which speak only as of its date. Dell Technologies does
not undertake to update, and expressly disclaims any duty to
update, its forward-looking statements, whether as a result of
circumstances or events that arise after the date they are made,
new information, or otherwise.
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