Simpson Thacher represented Dell Inc. in connection with Rule 144A/Regulation S offerings (collectively, the “Offerings”) of (i) $20 billion aggregate principal amount of first lien notes, consisting of $3.75 billion 3.48% first lien notes due 2019, $4.5 billion 4.42% first lien notes due 2021, $3.75 billion 5.45% first lien notes due 2023, $4.5 billion 6.02% first lien notes due 2026, $1.5 billion 8.1% first lien notes due 2036 and $2 billion 8.35% first lien notes due 2046 and (ii) $3.25 billion aggregate principal amount of senior notes, consisting of $1.625 billion 5.875% senior notes due 2021 and $1.625 billion 7.125% senior notes due 2024 by two of Dell Inc.’s wholly owned subsidiaries as co-issuers.
The proceeds from the Offerings were funded into escrow, which upon release will be used, together with the proceeds from other debt and equity financings and cash on hand, to consummate Dell’s previously announced acquisition of EMC Corporation, a data storage company headquartered in Hopkinton, Massachusetts (the “Dell-EMC Merger”). Simpson Thacher is also representing Dell and Silver Lake Partners in connection with the Dell-EMC Merger and the other financings related thereto.
The Dell-EMC Merger will create the largest privately controlled technology company in the United States, branded as Dell Technologies, delivering leading integrated transformational IT solutions across customer segments.
The Simpson Thacher team for the Offerings included Kenneth Wallach, Hui Lin, Siobhan Lam, Katharine Thompson, Brenda Hwang, Patrick McCamy, Kyle Spies and Kalliope Kefallinos (Capital Markets); Jennifer Hobbs, Nelli Zaltsman and Clark Warthen (Credit); Jason Vollbracht (Tax); Tristan Brown and Leah Segall (ECEB); Jeffrey Ostrow, Marcela Robledo and Amber Harezlak (IP); Krista McManus, Rachel Stein and Kathryn Christoforatos (Real Estate); Jennifer Nadborny (Public Company Advisory Practice); Adeeb Fadil and Louise Kruger (Environmental); Janet Nadile (UCC); Ellen Frye (Antitrust); and Mark Chorazak (Regulatory). Summer Associates Kenneth Koo and Connor Haynes also provided valuable assistance.