Dell Technologies Inc. (NYSE:DVMT) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
As previously reported, Denali Intermediate Inc. (Denali
Intermediate), Dell Inc. (Dell), Dell International L.L.C. (Dell
International), and EMC Corporation (EMC, and together with
Denali Intermediate, Dell, and Dell International, the Credit
Parties), each a direct or indirect wholly-owned subsidiary of
Dell Technologies Inc., are party to a credit agreement (the
Senior Secured Credit Agreement) dated as of September7, 2016
with Credit Suisse AG, Cayman Islands Branch, as term loan B
administrative agent and as collateral agent, JPMorgan Chase
Bank, N.A., as term loan A / revolver administrative agent and
swingline lender, and certain other financial institutions as
agents, issuing banks and/or lenders, to which Dell International
and EMC are the borrowers. The Senior Secured Credit Agreement
provides for certain senior secured credit facilities, including
a $5,000,000,000 term loan B facility maturing on September7,
2023 (the Original Term B Facility).
On March 8, 2017, the Credit Parties entered into a first
refinancing and incremental facility amendment to the Senior
Secured Credit Agreement (the Refinancing Amendment) to refinance
the Original Term B Facility and pay related fees and expenses
with a new senior secured term loan B facility maturing on
September7, 2023 (the New Term B Facility) on substantially the
same terms as the Original Term B Facility, but with the
following changes to the terms of the Original Term B Facility:
(i)the principal amount of the New Term B Facility is
$5,487,500,000 (which reflects a $500,000,000 increase to the
current principal balance of the Original Term B Facility);
(ii)borrowings under the New Term B Facility will bear interest
at LIBOR plus an applicable margin of 2.50% or a base rate plus
an applicable margin of 1.50%, in each case reflecting a decrease
from the applicable margin under the Original Term B Facility;
(iii)amortization payments on the aggregate principal amount of
the New Term B Facility are equal to 0.25%, payable at the end of
each fiscal quarter, commencing with the fiscal quarter ending
April30, 2017; and (iv)any prepayment of term loans under the New
Term B Facility in connection with a repricing transaction
occurring on a date that is prior to the date that is six months
after the effective date of the Refinancing Amendment will be
subject to a prepayment premium equal to 1.00% of the principal
amount of any such term loans. Proceeds from the increase in
principal amount of the New Term B Facility, together with cash
on hand, were used to pay $500,000,000 of principal outstanding
under the existing $2,500,000,000 margin facility obtained to a
credit agreement dated as of September7, 2016 among EMC,
Universal Acquisition Co., the lenders party thereto, and
JPMorgan Chase Bank, N.A., as administrative agent and collateral
agent, as well as related fees and expenses.
The foregoing description of the Senior Secured Credit Agreement
and the Refinancing Amendment does not purport to be complete and
is qualified in its entirety by reference to the text of the
Refinancing Amendment, a copy of which is filed as Exhibit 10.1
hereto and incorporated herein by reference, and the text of the
Senior Secured Credit Agreement, which was described in Item1.01
of the Current Report on Form 8-K filed on September9, 2016 and a
copy of which was filed as Exhibit 10.1 thereto and is
incorporated herein by reference.
| Item2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information provided in Item1.01 of this report is
incorporated by reference into this Item2.03.
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| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
|
ExhibitNo. |
Exhibit Description |
|
| 10.1 |
First Refinancing and Incremental Facility Amendment, dated as of March 8, 2017, among Denali Intermediate Inc., Dell Inc., Dell International L.L.C., EMC Corporation, Credit Suisse AG, Cayman Islands Branch, as Term Loan B Administrative Agent and Collateral Agent, JPMorgan Chase Bank, N.A., as Term Loan A/Revolver Administrative Agent, and the lenders party thereto. |
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About Dell Technologies Inc. (NYSE:DVMT)
Dell Technologies Inc., formerly Denali Holding Inc., is a provider of information technology solutions. The Company operates through two segments: Client Solutions and Enterprise Solutions Group (ESG). The Client Solutions segment includes sales to commercial and consumer customers of desktops, thin client products and notebooks, as well as services and third-party software and peripherals closely tied to the sale of Client Solutions hardware. Its offerings include hardware, such as desktop personal computers, notebooks and tablets, and peripherals, such as monitors, printers and projectors, as well as third-party software and peripherals. The ESG segment includes servers, networking and storage, as well as services and third-party software and peripherals that are closely tied to the sale of ESG hardware. It designs, develops, manufactures, markets, sells and supports a range of products and services. Dell Technologies Inc. (NYSE:DVMT) Recent Trading Information
Dell Technologies Inc. (NYSE:DVMT) closed its last trading session down -0.39 at 63.13 with 1,243,766 shares trading hands.
