Item 1.01 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. ("Dell Technologies"), are party to a
credit agreement (as amended, supplemented and otherwise modified from time to
time, the "Senior Secured Credit Agreement") dated as of September 7, 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, pursuant to which Dell
International and EMC are the borrowers.
On February 18, 2021, the Credit Parties entered into an eighth refinancing
amendment to the Senior Secured Credit Agreement (the "Eighth Refinancing
Amendment") to refinance the existing term B loans (the "Original Term B Loans")
with a new term loan B facility consisting of an aggregate principal amount of
$3,143.125 million refinancing term B-2 loans (the "Refinancing Term B-2 Loans")
maturing on September 19, 2025 (the "Term B Maturity Date").
Amortization payments on the Refinancing Term B-2 Loans are equal to 0.25% of
the aggregate principal amount of Refinancing Term B-2 Loans outstanding on the
effective date of the Eighth Refinancing Amendment, payable at the end of each
fiscal quarter, commencing with the fiscal quarter ending April 30, 2021. The
Refinancing Term B-2 Loans will bear interest at LIBOR plus an applicable margin
of 1.75% or a base rate plus an applicable margin of 0.75%.
Any prepayment of the Refinancing Term B-2 Loans 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 Eighth Refinancing Amendment will be subject to
a prepayment premium equal to 1.00% of the principal amount of any such term
loans being prepaid.
Except as described in the foregoing, the Refinancing Term B-2 Loans have
substantially the same terms as the Original Term B Loans under the sixth
refinancing amendment to the Senior Secured Credit Agreement, which is described
in Item 1.01 of the Current Report on Form 8-K filed by Dell Technologies on
September 23, 2019 and was filed as Exhibit 10.1 thereto. The Senior Secured
Credit Agreement contains customary events of default (including an event of
default upon a change of control).
Proceeds from the Refinancing Term B-2 Loans, together with other funds
available to the borrowers, will be used to repay in full the Original Term B
Loans and all accrued and unpaid fees in respect thereof. Certain of the
lenders, agents, issuing banks and/or their affiliates have provided Dell
Technologies and its affiliates with financial advisory, commercial banking and
investment banking services.
The foregoing description of the Eighth Refinancing Amendment does not purport
to be complete and is qualified in its entirety by reference to the text of the
Eighth Refinancing Amendment, a copy of which is filed as Exhibit 10.1 hereto
and incorporated herein by reference. The Senior Secured Credit Agreement is
described in Item 1.01 of the Current Report on Form 8-K filed by Dell
Technologies on September 9, 2016 and was filed as Exhibit 10.1 thereto. The
first refinancing and incremental facility amendment to the Senior Secured
Credit Agreement is described in Item 1.01 of the Current Report on Form 8-K
filed by Dell Technologies on March 8, 2017 and was filed as Exhibit 10.1
thereto. The second refinancing amendment and the third refinancing amendment to
the Senior Secured Credit Agreement are described in Item 1.01 of the Current
Report on Form 8-K filed by Dell Technologies on October 24, 2017 and were filed
as Exhibit 10.1 and Exhibit 10.2 thereto, respectively. The fourth amendment to
the Senior Secured Credit Agreement is described in Item 1.01 of the Current
Report on Form 8-K filed by Dell Technologies on December 21, 2018 and was filed
as Exhibit 10.1 thereto. The fifth amendment to the Senior Secured Credit
Agreement is described in Item 1.01 of the Current Report on Form 8-K filed by
Dell Technologies on March 14, 2019 and was filed as Exhibit 10.1 thereto. The
sixth refinancing amendment to the Senior Secured Credit Agreement is described
in Item 1.01 of the Current Report on Form 8-K filed by Dell Technologies on
September 23, 2019 and was filed as Exhibit 10.1 thereto.
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 of this report is incorporated by
reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
No. Exhibit Description
10.1 Eighth Refinancing Amendment, dated as of February 18, 2021, 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.
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
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