UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 17, 2008
Dell Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation)
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0-17017
(Commission File Number)
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74-2487834
(IRS Employer
Identification No.) |
One Dell Way, Round Rock, Texas 78682
(Address of principal executive offices) (zip code)
Registrant’s telephone number, including area code: (512) 338-4400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 8.01 — Other Events.
Issuance of Notes
On April 17, 2008, Dell Inc. issued and sold in a private placement $600,000,000 aggregate
principal amount of 4.700% Notes due 2013 (“2013 Notes”), $500,000,000 aggregate principal amount
of 5.650% Notes due 2018 (“2018 Notes”) and $400,000,000 aggregate principal amount of 6.500% Notes
due 2038 (“2038 Notes” and, together with the 2013 Notes and the 2018 Notes, the “Notes”). The
Notes were issued pursuant to an Indenture dated as of April 17, 2008, between Dell and The Bank of
New York Trust Company, N.A., as trustee. The Indenture provides that the 2013 Notes will bear
interest at the rate of 4.700% per year, the 2018 Notes will bear interest at the rate of 5.650%
per year and the 2038 Notes will bear interest at the rate of 6.500% per year. Interest will be
payable semi-annually on April 15 and October 15. The Notes are unsecured obligations and rank
equally with Dell’s existing and future unsecured senior indebtedness. The Notes will effectively
rank junior to all indebtedness and other liabilities, including trade payables, of Dell’s
subsidiaries with respect to the assets of those subsidiaries. The offering of the Notes was made
only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of
1933 (as amended, “Securities Act”), and to certain non-U.S. persons in accordance with Regulation
S under the Securities Act. The Notes are not registered under the Securities Act or any state
securities laws and, unless so registered, may not be offered or sold except pursuant to an
applicable exemption from the registration requirements of the Securities Act and applicable state
securities laws.
The Indenture contains customary events of default with respect to the Notes, including
failure to make required payments, failure to comply with certain agreements or covenants and
certain events of bankruptcy and insolvency. The Indenture also contains covenants limiting Dell’s
ability to create certain liens, enter into sale and lease-back transactions and consolidate or
merge with, or convey, transfer or lease all or substantially all of Dell’s assets to, another
person. The Notes will be redeemable, in whole or in part at any time, at Dell’s option, at a
“make-whole premium” redemption price calculated by Dell equal to the greater of (i) 100% of the
principal amount of the Notes to be redeemed; and (ii) the sum of the present values of the
remaining scheduled payments of principal and interest thereon (not including any portion of such
payments of interest accrued as of the date of redemption), discounted to the date of redemption on
a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate (as defined in the Indenture) plus 35 basis points, plus accrued interest thereon to the date
of redemption.
The
net proceeds from the offering of the Notes were approximately $1.49 billion
after payment of expenses of the offering. Dell intends to use the net proceeds for
general corporate purposes, which may include the repurchase of its common stock, acquisitions,
investments, additions to working capital, capital expenditures and advances to or investments in
its subsidiaries. Net proceeds may be temporarily invested prior to use.
On April 17, 2008, in connection with the sale of the Notes, Dell entered into an Exchange and
Registration Rights Agreement (“Registration Rights Agreement”) with Barclays Capital Inc.,
Goldman, Sachs & Co. and J.P. Morgan Securities Inc., as representatives of the several purchasers
named therein. Under the Registration Rights Agreement, Dell has agreed to file with the
Securities and Exchange Commission no later than November 7, 2008, and use its reasonable best
efforts to have declared effective within 270 days from the closing date, an exchange offer
registration statement pursuant to which Dell will issue in exchange for tendered Notes registered
securities containing terms substantially identical to the Notes in all material respects. If the exchange offer registration statement is not filed and declared effective within such time
periods, then the annual interest rate of the Notes will increase by 0.250% per annum for the first
90-day period immediately following the last day of such period and by an additional 0.250% per
annum for each subsequent 90-day period thereafter, up to a maximum aggregate additional interest
rate of 1.000% per annum, until the exchange offer is completed. Under
certain circumstances Dell may also be required to file and pursue effectiveness of a shelf
registration statement with respect to the resale of the notes.
The foregoing descriptions of the Indenture and the Registration Rights Agreement do not
purport to be complete and are qualified in their entirety by reference to Exhibits 4.1 and 4.2,
respectively, to this Form 8-K, which are incorporated herein by reference.
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