Item 1.01 Entry into a Material Definitive Agreement.
On
The Notes were issued pursuant to a Base Indenture, dated as of
The Notes are senior unsecured obligations of the Issuers and rank equal in
right of payment with all of the Issuers' existing and future senior
indebtedness and senior in right of payment to all of the Issuers' existing and
future subordinated indebtedness. The Notes are guaranteed on a joint and
several unsecured basis by the Company,
Interest on each series of the Notes begins accruing on
Prior to (i)
On or after (i)
If a change of control triggering event occurs, the holders of the Notes may require the Issuers to purchase for cash all or a portion of their Notes at a purchase price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest to the repurchase date.
The Indenture contains covenants that impose limitations on, among other things, creating liens on certain assets to secure debt; consolidating, merging, selling or otherwise disposing of all or substantially all assets; and entering into sale and leaseback transactions. The Indenture also contains customary events of default and covenants for an issuer of investment grade debt securities.
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The foregoing summaries of the Base Indenture, the 2028 Notes Supplemental
Indenture and the 2033 Notes Supplemental Indenture do not purport to be
complete and are qualified in their entirety by reference to the full texts of
such documents filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current
Report on Form 8-K (including the forms of Notes included therein and filed as
Exhibits 4.4 and 4.5 hereto), which documents are incorporated herein by
reference. In addition, legal opinions of
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated into this Item 2.03 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following documents are herewith filed as exhibits to this report:
Exhibit No. Exhibit Description 4.1 Base Indenture, dated as ofJanuary 24, 2023 , amongDell International L.L.C ,EMC Corporation , the guarantors party thereto andThe Bank of New York Mellon Trust Company, N.A. , as Trustee 4.2 2028 Notes Supplemental Indenture No. 1, dated as ofJanuary 24, 2023 , amongDell International L.L.C ,EMC Corporation , the guarantors party thereto andThe Bank of New York Mellon Trust Company, N.A. , as Trustee 4.3 2033 Notes Supplemental Indenture No. 1, dated as ofJanuary 24, 2023 , amongDell International L.L.C ,EMC Corporation , the guarantors party thereto andThe Bank of New York Mellon Trust Company, N.A. , as Trustee 4.4 Form of Global Note for 5.250% Senior Notes due 2028 (included in Exhibit 4.2) 4.5 Form of Global Note for 5.750% Senior Notes due 2033 (included in Exhibit 4.3) 5.1 Opinion ofSimpson Thacher & Bartlett LLP 5.2 Opinion ofHolland & Knight LLP 23.1 Consent ofSimpson Thacher & Bartlett LLP (included in Exhibit 5.1) 23.2 Consent ofHolland & Knight LLP (included in Exhibit 5.2) 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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