Although the Offers are scheduled to expire at 5:00 p.m., New York City time, on January 3, 2024, because the aggregate principal amount of all Securities validly tendered and not validly withdrawn by the Early Tender Deadline exceeds the Aggregate Tender Cap, Dell does not expect to accept for purchase any tenders of Securities after the Early Tender Deadline. Any Securities tendered after the Early Tender Deadline will be promptly credited to the account of the Holder of such Securities maintained at The Depository Trust Company and otherwise returned in accordance with the Offer to Purchase.
The terms and conditions of the Offers are described in the Offer to Purchase and remain unchanged except as amended hereby.
The following table sets forth certain information regarding the Securities and the Offers:
Title of Security | Issuer(s) | CUSIP Numbers | Tender Sub-Cap(1) (in millions) | Acceptance Priority
| Aggregate Principal
| Aggregate Principal
| ||||||
3.450% Senior Notes due 2051 | Dell International L.L.C.
| 24703DBH3 144A: 24703DBG5 Reg S: U24724AR4 | $350.0 | 1 | $1,094,877,000 | $548,471,000 | ||||||
3.375% Senior Notes due 2041 | Dell International L.L.C.
| 24703DBF7 144A: 24703DBE0 Reg S: U24724AQ6 | 2 | $962,390,000 | N/A(2) | |||||||
8.350% Senior Notes due 2046 | Dell International L.L.C.
| 24703TAK2 144A: 25272KAR4 Reg S: U2526DAF6 | $250.0 | 3 | $800,000,000 | $262,091,000 | ||||||
8.100% Senior Notes due 2036 | Dell International L.L.C.
| 24703TAJ5 144A: 25272KAN3 Reg S: U2526DAE9 | 4 | $999,650,000 | N/A(2) | |||||||
6.020% Senior Notes due 2026 | Dell International L.L.C.
| 24703TAD8 144A:
| $200.0 | 5 | $3,5000,006,000 | N/A (2) | ||||||
| 5.850% Senior Notes due 2025 | Dell International L.L.C.
| 24703TAC0 144A:
Reg S: U24724AM5 | 6 | $1,000,000,000 | N/A (2) | |||||||
| 4.000% Senior Notes due 2024 | Dell International L.L.C.
| 24703TAB2 144A:
Reg S: U24724AJ2 | 7 | $1,000,000,000 | N/A (2) | |||||||
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| (1) | The Securities (a) at Acceptance Priority Level 1 and Level 2 are collectively subject to the Amended 2051-2041 Tender Sub-Cap of $350.0 million aggregate principal amount, (b) at Acceptance Priority Level 3 and Level 4 are collectively subject to a Tender Sub-Cap of $250.0 million aggregate principal amount and (c) at Acceptance Priority Level 5, Level 6 and Level 7 are collectively subject to a Tender Sub-Cap of $200.0 million aggregate principal amount (collectively, the "Tender Sub-Caps"). The Tender Sub-Caps represent the maximum aggregate principal amount of the applicable series of Securities that will be purchased. Dell reserves the right, but is under no obligation, to increase, decrease or eliminate any of the Tender Sub-Caps at any time, including on or after the Price Determination Date and without extending the Early Tender Deadline or the Withdrawal Deadline (each as defined herein), subject to applicable law. |
| (2) | The aggregate principal amount of all Securities validly tendered and not validly withdrawn by the Early Tender Deadline exceeds the Aggregate Tender Cap. Therefore, Dell does not expect to accept for purchase any tenders of Securities at Acceptance Priority Level 2 and Levels 4 through 7. |
