Dell Technologies Announces Early Results And Increase Of Tender Cap And Maximum Tender Amount For Cash Tender Offers For Certain Outstanding Debt Securities
Dell Technologies Inc. announces that, in connection with the previously announced cash tender offers by Dell Inc., its wholly-owned subsidiary (“Dell”), for up to $2.500 billion aggregate purchase price (excluding accrued and unpaid interest to, but not including, the applicable settlement date and excluding fees and expenses related to the Offers) (the “Maximum Tender Amount”) 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”), $1,594,768,000 in aggregate principal amount of the 8.350% Senior Notes due 2046 and $1,089,875,000 in aggregate principal amount of the 8.100% Senior Notes due 2036 was validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on December 17, 2021 (the “Early Tender Deadline”), in the aggregate amounts as shown in the table below.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 (1) increase the previously announced tender cap with respect to the 8.350% Senior Notes due 2046 from $1,000.0 million in aggregate principal amount to $1,200.0 million in aggregate principal amount (the “Amended Tender Cap”) and (2) increase the previously announced Maximum Tender Amount from $2.500 billion to $2.850 billion (the “Amended Maximum Tender Amount”). Subject to the Amended Maximum Tender Amount and the Amended Tender 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 6, 2021, 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 20, 2021. The early settlement date is expected to occur on December 21, 2021.
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In addition, on December 13, 2021, Dell International L.L.C. and EMC Corporation, which are wholly-owned subsidiaries of Dell, closed the previously announced private offering of $2.25 billion in aggregate principal amount of senior notes. The net proceeds from the offering of the senior notes, together with cash on hand, will be used to fund the repurchase of the Securities pursuant to the Offers.
As described in the Offer to Purchase, Securities validly tendered and not validly withdrawn at or prior to the Early Tender Deadline will be accepted for purchase in priority to other Securities validly tendered following the Early Tender Deadline even if such Securities validly tendered following the Early Tender Deadline have a higher Acceptance Priority Level than Securities validly tendered at or prior to the Early Tender Deadline. Although the Offers are scheduled to expire at 11:59 p.m., New York City time, on January 4, 2022, because the aggregate purchase price required to accept all Securities validly tendered and not validly withdrawn by the Early Tender Deadline exceeds the Amended Maximum Tender Amount, 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.
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.
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In accordance with the terms of the Offers, the withdrawal deadline was 5:00 p.m., New York City time, on December 17, 2021 (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 or decrease the Amended Maximum Tender Amount or (b) increase, decrease or eliminate the Amended Tender Cap without extending the Early Tender Deadline or the Withdrawal Deadline; or (iv) otherwise amend the Offers in any respect.
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.
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