Obligation Dell 4% ( USU24724AJ23 ) en USD

Dell

99.788 % ⇌

Etats-unis

USU24724AJ23 ( en USD )

4% par an ( paiement semestriel )

14/07/2024

Prospectus brochure de l'obligation Dell USU24724AJ23 en USD 4%, échéance 14/07/2024

2 000 USD

1 000 000 000 USD

U24724AJ2

BBB- ( Qualité moyenne inférieure )

N/A

15/07/2024 ( Dans 87 jours )

L'Obligation émise par Dell ( Etats-unis ) , en USD, avec le code ISIN USU24724AJ23, paye un coupon de 4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/07/2024
L'Obligation émise par Dell ( Etats-unis ) , en USD, avec le code ISIN USU24724AJ23, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

EX-4.2
https://www.sec.gov/Archives/edgar/data/1571996/000119312519082...
EX-4.2 3 d708174dex42.htm EX-4.2
Exhibit 4.2
EXECUTION VERSION
2024 NOTES SUPPLEMENTAL INDENTURE NO. 1
This 2024 NOTES SUPPLEMENTAL INDENTURE NO. 1, dated as of March 20, 2019 (this "2024 Notes Supplemental Indenture"), is made and
entered into among Dell International L.L.C., a Delaware limited liability corporation ("Dell International"), EMC Corporation, a Massachusetts
corporation ("EMC" and, together with Dell International, the "Issuers"), the Guarantors (as defined below) and The Bank of New York Mellon Trust
Company, N.A., a national banking association, as trustee (in such capacity, the "Trustee") and as collateral agent (in such capacity, the "Notes
Collateral Agent"). Capitalized terms used herein and not otherwise defined have the meanings set forth in the Base Indenture referred to below.
RECITALS
A. Section 9.01(20) of the Base Indenture, dated as of March 20, 2019, among the Issuers, the guarantors named therein (the "Guarantors"), the
Trustee and the Notes Collateral Agent (the "Base Indenture" and, together with this 2024 Notes Supplemental Indenture, the "Indenture") provides that,
without the consent of Holders of any series of Notes, the Issuers, the Guarantors, the Trustee and the Notes Collateral Agent may enter into a
supplemental indenture to the Base Indenture to establish the form or terms of Initial Notes of any series pursuant to Section 2.01 of the Base Indenture.
B. The Issuers desire to issue $1,000,000,000 aggregate principal amount of 4.000% First Lien Notes due 2024 (the "2024 Notes"), and in
connection therewith, the Issuers have duly determined to make, execute and deliver to the Trustee this 2024 Notes Supplemental Indenture to set forth
the terms and provisions of the 2024 Notes as required by the Base Indenture. This 2024 Notes Supplemental Indenture shall supplement the Base
Indenture insofar as it will apply only to the 2024 Notes issued hereunder (and not to any other series of Notes).
NOW, THEREFORE, in consideration of the mutual agreements and covenants set forth herein, the parties hereto agree, subject to the terms and
conditions hereinafter set forth, as follows for the benefit of the Trustee and the Holders of the 2024 Notes:
Section 1. 2024 Notes. Pursuant to Section 2.01 of the Base Indenture, the terms and provisions of the 2024 Notes are as follows:
(a) The title of the 2024 Notes shall be "4.000% First Lien Notes due 2024."
(b) The 2024 Notes shall be initially limited to $1,000,000,000 aggregate principal amount. Subject to compliance with Section 4.12 of the Base
Indenture, the Issuers may, without the consent of the Holders of the 2024 Notes, increase such aggregate principal amount in the future, on the same
terms and conditions, except for any differences in the issue date, issue price and, if applicable, the first Interest Payment Date and the first date from
which interest will accrue. The 2024 Notes issued originally hereunder and any additional Notes of such series subsequently issued, shall be treated as a
single class for purposes of the Indenture, including waivers, amendments, redemptions and offers to purchase; provided that if any such additional
Notes are not fungible with the Initial Notes of such series for U.S. federal income tax purposes, such additional Notes of such series will have a
separate CUSIP number and ISIN number from the Initial Notes of such series.
(c) The price at which the 2024 Notes shall be issued to the public is 99.559%.
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(d) The Stated Maturity for the 2024 Notes shall be on July 15, 2024. The 2024 Notes shall not require any principal or premium payments prior
to the Stated Maturity.
(e) The rate at which the 2024 Notes shall bear interest shall be 4.000% per annum (the "Original Interest Rate"), as set forth in Section 1 of the
form of 2024 Note attached hereto as Exhibit A, subject to adjustment pursuant to this clause (e) and in Section 2 of the form of 2024 Note attached
hereto as Exhibit A. Interest on the 2024 Notes shall accrue from the most recent date to which interest has been paid, or, if no interest has been paid,
from March 20, 2019; provided that the first Interest Payment Date shall be July 15, 2019. Each January 15 and July 15 in each year, commencing
July 15, 2019, shall be an Interest Payment Date for the 2024 Notes. The January 1 or July 1 (whether or not a Business Day), as the case may be,
immediately preceding an Interest Payment Date shall be the Record Date for the interest payable on such Interest Payment Date, even if such 2024
Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Base Indenture with
respect to defaulted interest. If an Interest Payment Date is a Legal Holiday at a place of payment, payment may be made at that place on the next
succeeding day that is a Business Day, and no interest on such payment will accrue in respect of the delay. The Issuers shall pay interest on overdue
principal at a rate equal to the then applicable interest rate on the 2024 Notes to the extent lawful, and the Issuers shall pay interest on overdue
installments of interest at the same rate to the extent lawful. In addition, the Issuers shall pay Special Interest, if any, payable pursuant to the Registration
Rights Agreement. All references in the Indenture, in any context, to any interest or other amount payable on or with respect to the 2024 Notes shall be
deemed to include any Special Interest required to be paid pursuant to the Registration Rights Agreement.
The interest rate payable on the 2024 Notes shall be subject to adjustment from time to time if either Moody's or S&P (or, if applicable, a
"nationally recognized statistical rating organization" within the meaning of Section 3(a)(62) under the Exchange Act selected by the Issuers under the
Indenture, as a replacement for Moody's or S&P, or both, as the case may be (each, a "Substitute Rating Agency")) downgrades (or subsequently
upgrades) its rating assigned to the 2024 Notes, as set forth below. Each of Moody's, S&P and any Substitute Rating Agency is an "Interest Rate Rating
Agency," and together they are "Interest Rate Rating Agencies."
The Trustee shall not be responsible for monitoring the ratings of the 2024 Notes. The Issuers shall notify the Trustee in writing of any adjustment
to the interest rate due to a ratings change pursuant to this clause (e) and Section 2 of the form of 2024 Note attached hereto as Exhibit A.
If the rating of the 2024 Notes from one or both of Moody's or S&P (or, if applicable, any Substitute Rating Agency) is decreased to a rating set
forth in either of the immediately following tables, the interest rate on the 2024 Notes shall increase from the Original Interest Rate by an amount equal
to the sum of the percentages per annum set forth in the following tables opposite those ratings:
Moody's Rating*
Percentage
Ba1
0.25%
Ba2
0.50%
Ba3
0.75%
B1 or below
1.00%
S&P Rating*
Percentage
BB+
0.25%
BB
0.50%
BB-
0.75%
B+ or below
1.00%
* Including the equivalent ratings of any Substitute Rating Agency therefor.
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For purposes of making adjustments to the interest rate on the 2024 Notes, the following rules of interpretation will apply:
(1) if at any time less than two Interest Rate Rating Agencies provide a rating on the 2024 Notes for reasons not within the Issuers' control
(i) the Issuers will use commercially reasonable efforts to obtain a rating on the 2024 Notes from a Substitute Rating Agency for purposes of
determining any increase or decrease in the interest rate on the 2024 Notes pursuant to the tables above, (ii) such Substitute Rating Agency will be
substituted for the last Interest Rate Rating Agency to provide a rating on the 2024 Notes but which has since ceased to provide such rating,
(iii) the relative ratings scale used by such Substitute Rating Agency to assign ratings to senior secured debt will be determined in good faith by an
independent investment banking institution of national standing appointed by the Issuers and, for purposes of determining the applicable ratings
included in the applicable table above with respect to such Substitute Rating Agency, such ratings shall be deemed to be the equivalent ratings
used by Moody's or S&P, as applicable, in such table, and (iv) the interest rate on the 2024 Notes will increase or decrease, as the case may be,
such that the interest rate equals the Original Interest Rate plus the appropriate percentage, if any, set forth opposite the rating from such Substitute
Rating Agency in the applicable table above (taking into account the provisions of clause (iii) above) (plus any applicable percentage resulting
from a decreased rating by the other Interest Rate Rating Agency);
(2) for so long as only one Interest Rate Rating Agency provides a rating on the 2024 Notes, any increase or decrease in the interest rate on
the 2024 Notes necessitated by a reduction or increase in the rating by that Interest Rate Rating Agency shall be twice the applicable percentage
set forth in the applicable table above;
(3) if both Interest Rate Rating Agencies cease to provide a rating on the 2024 Notes for any reason, and no Substitute Rating Agency has
provided a rating on the 2024 Notes, the interest rate on the 2024 Notes will increase to, or remain at, as the case may be, 2.00% per annum above
the interest rate on the 2024 Notes prior to any such adjustment;
(4) if Moody's or S&P ceases to rate the 2024 Notes or make a rating of the 2024 Notes publicly available for reasons within the Issuers'
control, the Issuers will not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the interest rate on the
2024 Notes shall be determined in the manner described above as if either only one or no Interest Rate Rating Agency provides a rating on the
2024 Notes, as the case may be;
(5) each interest rate adjustment required by any decrease or increase in a rating as set forth above, whether occasioned by the action of
Moody's or S&P (or, in either case, any Substitute Rating Agency), shall be made independently of (and in addition to) any and all other interest
rate adjustments occasioned by the action of the other Interest Rate Rating Agency;
(6) in no event will the interest rate on the 2024 Notes be reduced to below the Original Interest Rate; and
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EX-4.2
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(7) subject to clauses (3) and (4) above, no adjustment in the interest rate on the 2024 Notes shall be made solely as a result of an Interest
Rate Rating Agency ceasing to provide a rating on the 2024 Notes.
If at any time the interest rate on the 2024 Notes has been adjusted upward and either of the Interest Rate Rating Agencies subsequently increases
its rating of the 2024 Notes, the interest rate on the 2024 Notes will again be adjusted (and decreased, if appropriate) such that the interest rate on the
2024 Notes equals the interest rate on the 2024 Notes prior to any such adjustment plus (if applicable) an amount equal to the sum of the percentages per
annum set forth opposite the ratings in the tables above with respect to the ratings assigned to the 2024 Notes (or deemed assigned) at that time, all
calculated in accordance with the rules of interpretation set forth above. If Moody's or any Substitute Rating Agency subsequently increases its rating on
the 2024 Notes to "Baa3" (or its equivalent if with respect to any Substitute Rating Agency) or higher and S&P or any Substitute Rating Agency
subsequently increases its rating on the 2024 Notes to "BBB" (or its equivalent if with respect to any Substitute Rating Agency) or higher, the interest
rate on the 2024 Notes will be decreased to the interest rate on the 2024 Notes prior to any adjustments made pursuant to this clause (e) and Section 2 of
the form of 2024 Note attached hereto as Exhibit A.
Any increase or decrease in the interest rate described in this clause (e) and Section 2 of the form of 2024 Note attached hereto as Exhibit A shall
take effect from the first day of the interest period immediately following the interest period during which a rating change occurs requiring an
adjustment in the interest rate. If either Interest Rate Rating Agency changes its rating of the 2024 Notes more than once during any particular interest
period, the last such change by such Interest Rate Rating Agency to occur shall control in the event of a conflict for purposes of any increase or decrease
in the interest rate.
The interest rate shall permanently cease to be subject to any adjustment (notwithstanding any subsequent decrease in the ratings by either Interest
Rate Rating Agency) if the 2024 Notes become rated "Baa1" or higher by Moody's (or its equivalent if with respect to any Substitute Rating Agency)
and "BBB+" or higher by S&P (or its equivalent if with respect to any Substitute Rating Agency), in each case with a stable or positive outlook.
If the interest rate payable on the 2024 Notes is increased as set forth in this clause (e) and Section 2 of the form of 2024 Note attached hereto as
Exhibit A, the term "interest", as used in the Indenture with respect to the 2024 Notes, shall be deemed to include any such additional interest unless the
context otherwise requires.
(f) Payments of principal of, premium and Special Interest, if any, and interest on the 2024 Notes represented by one or more Global Notes
initially registered in the name of The Depository Trust Company (the "Depositary") or its nominee with respect to the 2024 Notes shall be made by the
Issuers through the Trustee in immediately available funds to the Depositary or its nominee, as the case may be.
(g) The 2024 Notes shall be redeemable in accordance with the terms and provisions set forth in Section 2 hereof and (to the extent they do not
conflict with Section 2 hereof) the terms and provisions of Article 3 of the Base Indenture.
(h) There shall be no mandatory sinking fund for the payments of the 2024 Notes.
(i) The 2024 Notes shall be represented by one or more Global Notes deposited with the Depositary and registered in the name of the nominee of
the Depositary. The 2024 Notes, including the form of the certificate of authentication, shall be substantially in the form attached hereto as Exhibit A,
the terms of which are incorporated by reference in this 2024 Notes Supplemental Indenture.
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EX-4.2
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(j) The Bank of New York Mellon Trust Company, N.A. shall be the Trustee for the 2024 Notes.
(k) Articles 10 and 12 of the Base Indenture shall apply to the 2024 Notes.
(l) To the extent not set forth otherwise herein, the provisions of Article 2 of the Base Indenture are applicable.
Section 2. Optional Redemption of the 2024 Notes.
(a) Prior to June 15, 2024 (the "2024 Notes Par Call Date"), the 2024 Notes will be redeemable, at any time, in whole or from time to time in
part, at the Issuers' option, at the Redemption Price equal to the greater of:
(i)
100% of the principal amount of the 2024 Notes to be redeemed; and
(ii)
the sum of the present values of the remaining scheduled payments of principal and interest on the 2024 Notes to be redeemed (not
including any portion of such payments of interest accrued as of the Redemption Date) that would be due if the 2024 Notes matured
on the 2024 Notes Par Call Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate, plus 25 basis points;
plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date. Notwithstanding the foregoing, installments of interest
on the 2024 Notes to be redeemed that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the
Interest Payment Date to the registered Holders as of the close of business on the relevant Record Date.
(b) At any time and from time to time on or after the 2024 Notes Par Call Date, the 2024 Notes will be redeemable, at any time, in whole or
from time to time in part, at the Issuers' option, at a Redemption Price equal to 100% of the principal amount of the 2024 Notes being redeemed plus
accrued and unpaid interest on such 2024 Notes, if any, to, but excluding, the Redemption Date.
(c) A notice of redemption need not set forth the exact Redemption Price but only the manner of calculation thereof.
Any redemption pursuant to this Section 2 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Base Indenture.
Section 3. Definitions.
(a) "Comparable Treasury Issue" means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to
the remaining term of the 2024 Notes to be redeemed (assuming for this purpose, that the 2024 Notes to be redeemed mature on the 2024 Notes Par Call
Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of such 2024 Notes.
(b) "Comparable Treasury Price" means, with respect to any Redemption Date, (i) the average of four Reference Treasury Dealer Quotations for
such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Quotation Agent obtains fewer
than four such Reference Treasury Dealer Quotations, the average of all such quotations, or (iii) if only one Reference Treasury Dealer Quotation is
received, such quotation.
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(c) "Quotation Agent" means each Reference Treasury Dealer appointed by the Issuers.
(d) "Reference Treasury Dealer" means (i) Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman
Sachs & Co. LLC, J.P. Morgan Securities LLC, and Merrill Lynch, Pierce, Fenner & Smith Incorporated (or their respective affiliates that are Primary
Treasury Dealers); provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in the United States (a
"Primary Treasury Dealer"), the Issuers will substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by
the Issuers.
(e) "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business
Day preceding such Redemption Date.
(f) "Treasury Rate" means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date.
Section 4. Governing Law. THIS 2024 NOTES SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 5. Counterparts. The parties may sign any number of copies of this 2024 Notes Supplemental Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement.
Section 6. Trustee Not Responsible for Recitals or Issuance of 2024 Notes. The recitals contained herein and in the 2024 Notes, except the
Trustee's certificates of authentication, shall be taken as the statements of the Issuers, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this 2024 Notes Supplemental Indenture or of the 2024 Notes. The Trustee shall
not be accountable for the use or application by the Issuers of 2024 Notes or the proceeds thereof.
[Signature Page Follows]
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EX-4.2
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written:
DELL INTERNATIONAL L.L.C.
By: /s/ Janet M. Bawcom
Name: Janet M. Bawcom
Title: Senior Vice President & Assistant Secretary
EMC CORPORATION
By: /s/ Janet M. Bawcom
Name: Janet M. Bawcom
Title: Senior Vice President & Assistant Secretary
[Signature Page to Supplemental Indenture 2024 Notes]
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EX-4.2
https://www.sec.gov/Archives/edgar/data/1571996/000119312519082...
DELL TECHNOLOGIES INC.
By: /s/ Janet M. Bawcom
Name: Janet M. Bawcom
Title: Senior Vice President and Assistant Secretary
DENALI INTERMEDIATE INC.
By: /s/ Janet M. Bawcom
Name: Janet M. Bawcom
Title: Senior Vice President and Assistant Secretary
DELL INC.
By: /s/ Janet M. Bawcom
Name: Janet M. Bawcom
Title: Senior Vice President and Assistant Secretary
[Signature Page to Supplemental Indenture 2024 Notes]
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EX-4.2
https://www.sec.gov/Archives/edgar/data/1571996/000119312519082...
ASAP SOFTWARE EXPRESS, INC.
CREDANT TECHNOLOGIES INTERNATIONAL, INC.
CREDANT TECHNOLOGIES, INC.
DATA DOMAIN LLC
DELL AMERICA LATINA CORP.
DELL COLOMBIA INC.
DELL COMPUTER HOLDINGS L.P.
DELL DFS CORPORATION
DELL DFS GROUP HOLDINGS L.L.C.
DELL FEDERAL SYSTEMS CORPORATION
DELL FEDERAL SYSTEMS GP L.L.C.
DELL FEDERAL SYSTEMS L.P.
DELL FEDERAL SYSTEMS LP L.L.C.
DELL GLOBAL HOLDINGS L.L.C.
DELL GLOBAL HOLDINGS XV L.L.C.
DELL MARKETING CORPORATION
DELL MARKETING GP L.L.C.
DELL MARKETING L.P.
DELL MARKETING LP L.L.C.
DELL PRODUCTS CORPORATION
DELL PRODUCTS GP L.L.C.
DELL PRODUCTS L.P.
DELL PRODUCTS LP L.L.C.
DELL RECEIVABLES CORPORATION
DELL RECEIVABLES GP L.L.C.
DELL RECEIVABLES L.P.
DELL RECEIVABLES LP L.L.C.
DELL REVOLVER FUNDING L.L.C.
DELL USA CORPORATION
DELL USA GP L.L.C.
DELL USA L.P.
DELL USA LP L.L.C.
By: /s/ Janet M. Bawcom
Name: Janet M. Bawcom
Title: Senior Vice President and Assistant Secretary
[Signature Page to Supplemental Indenture 2024 Notes]
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EX-4.2
https://www.sec.gov/Archives/edgar/data/1571996/000119312519082...
DELL WORLD TRADE CORPORATION
DELL WORLD TRADE GP L.L.C.
DELL WORLD TRADE L.P.
DELL WORLD TRADE LP L.L.C.
DENALI FINANCE CORP.
FORCE10 NETWORKS GLOBAL, INC.
FORCE10 NETWORKS INTERNATIONAL, INC.
FORCE10 NETWORKS, INC.
WYSE TECHNOLOGY L.L.C.
LICENSE TECHNOLOGIES GROUP, INC.
By: /s/ Janet M. Bawcom
Name: Janet M. Bawcom
Title: Senior Vice President and Assistant Secretary
[Signature Page to Supplemental Indenture 2024 Notes]
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