Dell Technologies Announces Pricing Terms for Cash Tender Offers for Certain Outstanding Debt Securities
- None.
- None.
The "Total Consideration" for each series per
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 | Reference |
| Fixed | Total Consideration (2) (3) | Aggregate Principal Amount Tendered(4) | Aggregate Principal Amount Expected to Be Accepted for Purchase |
Dell International L.L.C. and EMC Corporation | 24703DBH3 144A: 24703DBG5 Reg S: U24724AR4 | 1 | 4.089 % | +122 | ||||||
Dell International L.L.C. and EMC Corporation | 24703DBF7 144A: 24703DBE0 Reg S: U24724AQ6 | 2 | N/A | N/A | N/A | N/A | N/A | N/A(5) | ||
Dell International L.L.C. and EMC Corporation | 24703TAK2 144A: 25272KAR4 Reg S: U2526DAF6 | 3 | 4.249 % | +155 | ||||||
Dell International L.L.C. and EMC Corporation | 24703TAJ5 144A: 25272KAN3 Reg S: U2526DAE9 | 4 | N/A | N/A | N/A | N/A | N/A | N/A(5) | ||
Dell International L.L.C. and EMC Corporation | 24703TAD8 144A: 25272KAK9 Reg S: U2526DAD1 | 5 | N/A | N/A | N/A | N/A | N/A | N/A(5) | ||
Dell International L.L.C. and EMC Corporation | 24703TAC0 144A: 24703DBB6 Reg S: U24724AM5 | 6 | N/A | N/A | N/A | N/A | N/A | N/A(5) | ||
Dell International L.L.C. and EMC Corporation | 24703TAB2 144A: 24703DAY7 Reg S: U24724AJ2 | 7 | N/A | N/A | N/A | N/A | N/A | N/A(5) |
(1) | The Securities (a) at Acceptance Priority Level 1 and Level 2 are collectively subject to the Amended 2051-2041 Tender Sub-Cap of |
(2) | Includes the Early Tender Premium. |
(3) | Per |
(4) | At the Early Tender Deadline. |
(5) | The aggregate principal amount of all Securities validly tendered and not validly withdrawn by the Early Tender Deadline exceeds the aggregate tender cap of |
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, which is expected to occur on December 20, 2023.
Although the Offers are scheduled to expire at 5:00 p.m.,
In accordance with the terms of the Offers, the withdrawal deadline was 5:00 p.m.,
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-
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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