Dell Technologies Announces Early Results and Increase of Tender Sub-Cap for Cash Tender Offers for Certain Outstanding Debt Securities

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$262,091,000  in aggregate principal amount of the 8.350% Senior Notes due 2046 was validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on December 15, 2023 (the "Early Tender Deadline"), in the aggregate amounts as shown in the table below.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time, on January 3, 2024, because the aggregate principal amount of all Securities validly tendered and not validly withdrawn by the Early Tender Deadline exceeds the Aggregate Tender Cap, Dell does not expect to accept for purchase any tenders of Securities after the Early Tender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.


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