Denali Holding Completed Private Offering of $20 Billion of First Lien Notes

Denali Holding Inc. announced the completion of the previously announced offering by two of its wholly-owned subsidiaries as co-issuers of $3,750,000,000 3.480% First Lien Notes due 2019, $4,500,000,000 4.420 percent First Lien Notes due 2021, $3,750,000,000 5.450 percent First Lien Notes due 2023, $4,500,000,000 6.020 percent First Lien Notes due 2026, $1,500,000,000 8.100 percent First Lien Notes due 2036 and $2,000,000,000 8.350 percent First Lien Notes due 2046.

The company intends to use the net proceeds from the offering of the Notes as part of its financing for its previously-announced acquisition of EMC Corporation.

The proceeds of the offering were deposited in escrow, with such proceeds to be released to finance the consummation of the Dell-EMC merger subject to the satisfaction of customary conditions.

Upon consummation of the Dell-EMC merger, Dell International L.L.C., a wholly-owned indirect subsidiary of the company, and EMC will assume all of the co-issuers’ obligations under the Notes.

The Notes will be guaranteed on a joint and several basis by the company, Denali Intermediate Inc., Dell Inc. and each of Denali Intermediate Inc.’s wholly-owned domestic subsidiaries (including EMC’s wholly-owned domestic subsidiaries following consummation of the Dell-EMC merger) that guarantees obligations under the new senior secured credit facilities that will be entered into in connection with the Dell-EMC merger.

The Notes were offered in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, in the United States only to investors who are ‘qualified institutional buyers,’ as that term is defined in Rule 144A under the Securities Act, or outside the United States pursuant to Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.