Dell offers to buy up to $2.5 billion from six securities

Chicago, Dec. 6 – Dell Technologies Inc. subsidiary Dell Inc. has offered to buy up to $2.5 billion in aggregate purchase price from six debt securities, according to a press release.

The total purchase price offered does not include interest on the notes.

The securities that are part of the offer are listed by acceptance priority level and with details about how the considerations will be priced are the following:

• $2 billion outstanding 8.35% senior notes due 2046 (Cusips: 24703TAK2, 25272KAR4, U2526DAF6) issued by Dell International LLC and EMC Corp. with pricing based on the par call date for the notes and the 2% U.S. Treasury due Aug. 15, 2051 plus 190 basis points for a hypothetical total consideration of $1,742.76, with a $1 billion tender sub-cap for just this series;

• $1.5 billion outstanding 8.1% senior notes due 2036 (Cusips: 24703TAJ5, 25272KAN3, U2526DAE9) again issued by Dell International and EMC with pricing also based on the par call date for the notes and the 1.375% U.S. Treasury due Nov. 15, 2031 plus 175 bps for a hypothetical total consideration of $1,551.34;

• $387,815,000 outstanding 6.5% senior notes due 2038 (Cusip: 24702RAF8) issued by Dell Inc. with pricing to be based on the 2% U.S. Treasury due Nov. 15, 2041 plus 200 bps for a hypothetical total consideration of $1,317.92;

• $264,389,000 outstanding 5.4% senior notes due 2040 (Cusip: 24702RAM3) issued by Dell Inc. with pricing to be based on the 2% U.S. Treasury due Nov. 15, 2041 plus 205 bps for a hypothetical total consideration of $1,197.01;

• $750 million outstanding 6.2% senior notes due 2030 (Cusips: 24703TAH9, 24703DBD2, U24724AP8) issued by Dell International and EMC to be priced using the par call date for the notes and the 1.375% U.S. Treasury due Nov. 15, 2031 plus 100 bps for a hypothetical total consideration of $1,280.54; and

• $4.5 billion outstanding 6.02% senior notes due 2026 (Cusips: 24703TAD8, 25272KAK9, U2526DAD1) issued by Dell International and EMC to be priced using the par call date and the 1.25% U.S. Treasury due Nov. 30, 2026 plus 70 bps for a hypothetical total consideration of $1,116.01.

All of the total considerations assume a $1,000-par note. The total considerations include a $50 early tender premium only paid to noteholders who tender by the early deadline.

Interest will also be paid to the applicable settlement date.

The early deadline is 5 p.m. ET on Dec. 17, also the withdrawal deadline.

Tenders may be prorated.

Dell Technologies has recently been lifted into investment-grade status.

The offers will expire at 11:59 p.m. ET on Jan. 4.

The early settlement date is planned for Dec. 21. The final settlement is slated for Jan. 6.

Barclays (800 438-3242) and BofA Securities, Inc. (888 292-0070, 980 387-3907) are the dealer managers.

Global Bondholder Services Corp. is the tender agent (866 924-2200, 212 430-3774, contact@gbsc-usa.com, https://gbsc-usa.com/registration/dell).

The computer and software company is based in Round Rock, Tex.

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