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DELL > SEC Filings for DELL > Form 8-K on 29-Oct-2013All Recent SEC Filings

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Form 8-K for DELL INC


29-Oct-2013

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of


Item 1.01 - Entry into a Material Definitive Agreement.

The information set forth in the Introductory Note and Item 2.01 of this report is incorporated herein by reference.

Term Loan Facilities. On October 29, 2013, Intermediate, Merger Sub, the Company, Denali Borrower LLC and Dell International LLC (the "U.S. Borrower"), a subsidiary of the Company, entered into, or by merger became parties to, a Credit Agreement, dated as of October 29, 2013 (the "Credit Agreement"), with the lenders party thereto and Bank of America, NA., as administrative agent and collateral agent. On that date, pursuant to the Credit Agreement, the lenders extended to Denali International LLC, as borrower (the "Borrower") thereunder, $4.66 billion aggregate principal amount of term B loans, $1.5 billion aggregate principal amount of term C loans and 700,000,000 aggregate principal amount of euro term loans.

Borrowings under the term loan B facility, the term loan C facility and the euro term loan facility bear interest at a rate per annum equal to an applicable margin, plus, at the Borrower's option, either (a) a base rate or (b) a LIBOR rate for the applicable currency, in each case, subject to interest rate floors.

Each of the term loan B facility and the euro term loan facility will amortize in equal quarterly installments in an aggregate annual amount equal to 1% of the original principal amount of such term loan facility, with the balance being payable on the date that is six and one half years after the closing of the facilities. The term loan C facility will amortize in equal quarterly installments in an aggregate annual amount equal to 10% of the original principal amount of such facility, with the balance being payable on the date that is five years after the closing of the facilities. Outstanding term loans are subject to mandatory prepayment with specified excess cash flows and the net cash proceeds of specified asset sales and other dispositions of property and of specified incurrences of debt.


Intermediate, the Company and substantially all of the domestic subsidiaries of the Company guarantee the borrowings under the Credit Agreement. All obligations under the Credit Agreement and the related guarantees are secured by a perfected first-priority or second-priority security interest in substantially all of the tangible and intangible assets of the Company, the U.S. Borrower and the guarantors as well as a perfected first-priority pledge of the equity interests of the Company, all of the domestic subsidiaries of the Company and first tier foreign subsidiaries of the Company (the first lien collateral, collectively, the "Term Loan Collateral"). . . .


Item 2.01 - Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note and in Items 1.01, 3.03, 5.01, 5.02 and 5.03 of this report is incorporated herein by reference.

At the effective time of the Merger (the "Effective Time"), each share of the common stock, par value $0.01 per share, of the Company (the "Common Stock") issued and outstanding immediately prior to the Effective Time (other than certain excluded shares and shares held by any of the Company's stockholders who are entitled to, properly exercise and do not withdraw appraisal rights under Delaware law ("Dissenting Shares")) was converted into the right to receive $13.75 in cash, without interest (the "Merger Consideration"), less any applicable withholding taxes, whereupon all such shares were automatically canceled upon the conversion thereof and ceased to exist. In addition, promptly after the Effective Time, each share of Common Stock held as of the close of business on October 28, 2013 is entitled to receive the $0.13 per share special cash dividend declared by the Company's board of directors on October 18, 2013.


The maximum aggregate cash Merger Consideration is approximately $20.4 billion. The funds used to fund the Merger Consideration were received from cash equity contributions from Michael S. Dell, the SLP Investors and the MSDC Investors, as well as cash on hand at the Company and its subsidiaries and proceeds received in connection with the debt financings described in Item 1.01 of this report.

The MD Investors and certain members of the Company's management contributed Common Stock to Parent immediately prior to the Effective Time in exchange for shares of Parent common stock. In addition, certain members of the Company's management agreed with Parent to invest after-tax proceeds from the Merger in shares of Parent common stock.

Mr. Dell is the founder, Chairman of the Board of Directors and Chief Executive Officer of the Company, and was the Company's principal stockholder before the completion of the Merger. MSDC Management, L.P. is a Delaware limited partnership engaged in the business of managing certain affiliated investments funds.

A special committee of the Company's board of directors consisting solely of four independent and disinterested directors unanimously recommended that the board of directors approve and declare the Merger Agreement advisable. On September 12, 2013, the proposal to adopt the Merger Agreement was approved by the affirmative vote (in person or by proxy) of the holders of (a) a majority of the outstanding shares of Common Stock entitled to vote thereon and (b) a . . .



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 the Introductory Note and Items 1.01 and 2.01 of this report is incorporated herein by reference.



Item 3.01 - Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introductory Note and Items 2.01 and 3.03 of this report is incorporated herein by reference.

On October 29, 2013, the Company notified The NASDAQ Global Select Market ("NASDAQ") of the completion of the Merger, and requested that trading in the Common Stock be suspended and that the Common Stock be withdrawn from listing on NASDAQ effective as of the close of trading on October 29, 2013. The Company also requested that NASDAQ file a delisting


application on Form 25 with the Securities and Exchange Commission (the "SEC") to report the delisting of the Common Stock from NASDAQ. The Common Stock was delisted effective as of the close of trading on October 29, 2013.

The Company intends to file a Form 15 with the SEC to terminate or suspend its reporting obligations under Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 at the time such filing is permitted under SEC rules.



Item 3.03 - Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and Items 2.01 and 5.03 of this report is incorporated herein by reference.

As a result of the Merger, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than certain excluded shares and Dissenting Shares) was automatically canceled and ceased to exist, and was converted into the right to receive the Merger Consideration, less any applicable withholding taxes. Accordingly, at the Effective Time, the Company's stockholders immediately before the Effective Time ceased to have any rights in the Company as stockholders, other than their right to receive the Merger Consideration or, with respect to stockholders holding Dissenting Shares, appraisal rights. In addition, promptly after the Effective Time, each share of Common Stock held as of the close of business on October 28, 2013 is entitled to receive the $0.13 per share special cash dividend declared by the Company's board of directors on October 18, 2013.



Item 5.01 - Changes in Control of Registrant.

The information set forth in the Introductory Note and Items 2.01, 3.01 and 3.03 of this report is incorporated herein by reference.

On October 29, 2013, pursuant to the terms of the Merger Agreement, Merger Sub was merged with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Intermediate. Intermediate is a wholly-owned subsidiary of Parent. Parent is owned by the MD Investors, the SLP Investors, the MSDC Investors and certain members of the Company's management.

Upon the completion of the Merger, the MD Investors beneficially own, directly or indirectly, approximately 71% of the Company's voting securities, the SLP Investors beneficially own, directly or indirectly, approximately 24% of the Company's voting securities, the MSDC Investors beneficially own, directly or indirectly, approximately 4% of the Company's voting securities, and certain members of the Company's management beneficially own, directly or indirectly, less than 1% of the Company's voting securities.



Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note and Item 2.01 of this report is incorporated herein by reference.



(b) As of the Effective Time on October 29, 2013, in accordance with the Merger Agreement, Donald J. Carty, Janet F. Clark, Laura Conigliaro, Kenneth M. Duberstein, Gerald J. Kleisterlee, Klaus S. Luft, Alex J. Mandl, Shantanu Narayen and H. Ross Perot Jr. ceased serving as members of the Company's board of directors.

(d) On October 29, 2013, following the Effective Time, in connection with the transactions contemplated by the Merger Agreement, Egon Durban and Simon Patterson were elected as new members of the Company's board of directors (with Mr. Patterson's appointment effective October 30, 2013). Michael S. Dell will continue his service as a member of the Company's board of directors. At the time of the effectiveness of their respective appointments to the board of directors, Mr. Durban and Mr. Patterson were also appointed to serve on the Company's audit committee and compensation committee.

Mr. Durban is a Managing Partner and Managing Director of Silver Lake Partners. Mr. Patterson is a Managing Director of Silver Lake Partners.



Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in the Introductory Note and Item 2.01 of this report is incorporated herein by reference.

On October 29, 2013, pursuant to the Merger Agreement, at the Effective Time, the Restated Certificate of Incorporation of the Company as in effect immediately prior to the Effective Time was amended to be in the form filed as Exhibit 3.1 to this report, and became the Amended and Restated Certificate of Incorporation of the Company, and the Restated Bylaws of the Company as in effect immediately prior to the Effective Time were amended and restated to be in the form filed as Exhibit 3.2 to this report, and became the Amended and Restated Bylaws of the Company.



Item 8.01 - Other Events.

The information set forth in the Introductory Note and Item 2.01 of this report is incorporated herein by reference.

On October 29, 2013, upon the completion of the Merger and as required by the terms of the Merger Agreement, the Company delivered to the trustee therefor irrevocable notices for the redemption in full, 30 days after the date of such notices, of the Company's 2.100% Senior Notes due 2014 in the aggregate principal amount of $400 million and the Company's 5.625% Senior Notes due 2014 in the aggregate principal amount of $500 million.



Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits

2.1 Agreement and Plan of Merger, dated as of February 5, 2013, by and among Dell Inc., Denali Holding Inc., Denali Intermediate Inc. and Denali Acquiror Inc. (incorporated by reference to Exhibit 2.1 of Dell Inc.'s Current Report on Form 8-K filed on February 6, 2013, as amended by Current Report on Form 8-K/A filed on February 15, 2013, Commission File No. 0-17017).



2.2 Amendment No. 1 to Agreement and Plan of Merger, by and among Dell Inc., Denali Holding Inc., Denali Intermediate Inc. and Denali Acquiror Inc., dated as of August 2, 2013 (incorporated by reference to Exhibit 2.1 of Dell Inc.'s Current Report on Form 8-K filed on August 2, 2013, Commission File No. 0-17017).

3.1 Amended and Restated Certificate of Incorporation of Dell Inc. Filed herewith.

3.2 Amended and Restated Bylaws of Dell Inc. Filed herewith.


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