Prospectus Supplement
(To Prospectus dated March 26, 2020)
$6,000,000,000
$1,000,000,000 0.600% Senior Notes due 2023
$1,250,000,000 1.000% Senior Notes due 2024
$1,500,000,000 1.400% Senior Notes due 2026
$750,000,000 1.800% Senior Notes due 2028
$1,500,000,000 2.200% Senior Notes due 2031
We are offering $1,000,000,000 of
0.600% Senior Notes due 2023 (the 2023 notes), $1,250,000,000 of 1.000% Senior Notes due 2024 (the 2024 notes), $1,500,000,000 of 1.400% Senior Notes due 2026 (the 2026 notes), $750,000,000 of 1.800% Senior Notes
due 2028 (the 2028 notes) and $1,500,000,000 of 2.200% Senior Notes due 2031 (the 2031 notes and, together with the 2023 notes, the 2024 notes, the 2026 notes and the 2028 notes, the notes).
The 2023 notes will bear interest at a rate of 0.600% per annum and will mature on August 15, 2023. The 2024 notes will bear interest at a rate of 1.000%
per annum and will mature on August 15, 2024. The 2026 notes will bear interest at a rate of 1.400% per annum and will mature on August 15, 2026. The 2028 notes will bear interest at a rate of 1.800% per annum and will mature on
August 15, 2028. The 2031 notes will bear interest at a rate of 2.200% per annum and will mature on August 15, 2031. We will pay interest on the notes semi-annually on and of each year, beginning on February 15, 2022.
On April 14, 2021, we entered into a Separation and Distribution Agreement (as defined below) with Dell, pursuant to which, subject to the satisfaction of
all closing conditions, Dell will distribute the shares of our Class A common stock and our Class B common stock owned by its wholly owned subsidiaries to the holders of shares of Dell as of a record date determined pursuant to the
Separation and Distribution Agreement on a pro rata basis and we will pay the Special Dividend (as defined below). The proceeds of the notes are expected to be used to pay a portion of the Special Dividend. If the closing of the Spin-Off has not occurred on or prior to the earlier of (i) (x) April 28, 2022 or (y) if the Separation and Distribution Agreement is amended on or prior to April 28, 2022 to extend the date by
which the Spin-Off must be consummated to a date later than April 28, 2022, the earlier of such extended date and July 28, 2022 (the date described in clause (x) or (y), the End
Date), and (ii) the date the Separation and Distribution Agreement is terminated (such earlier date, the Special Mandatory Redemption Trigger Date), we will be required to redeem all outstanding 2023 notes, 2024 notes, 2028
notes and 2031 notes on the Special Mandatory Redemption Date (as defined in Description of the NotesRedemptionSpecial Mandatory Redemption) at a redemption price equal to 101% of the aggregate principal amount of the notes
being redeemed, together with accrued and unpaid interest thereon, if any, to, but excluding, the Special Mandatory Redemption Date. See Description of the NotesRedemptionSpecial Mandatory Redemption. If the Spin-Off is not consummated on or prior to the Special Mandatory Redemption Trigger Date, the 2026 notes will remain outstanding and we expect to use the net proceeds thereof for general corporate purposes, which
may include debt repayment.
We may redeem some or all of the notes at any time or from time to time at the redemption prices set forth under the heading
Description of the NotesRedemptionOptional Redemption in this prospectus supplement. If we experience a change of control triggering event, we may be required to offer to purchase the notes from holders. See Description
of the NotesRepurchase at the Option of Holders on Certain Changes of Control.
The notes will be our senior unsecured obligations and will rank
equally with our other senior unsecured indebtedness. There is no sinking fund for the notes other than in the event of a Special Mandatory Redemption. Each series of notes is a new issue of securities with no established trading market. The notes
are not and will not be listed on any securities exchange.
Investing in these securities
involves certain risks. See Risk Factors beginning on page S-12 of this prospectus supplement.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Public Offering Price(1)
|
|
|
Underwriting Discounts
|
|
|
Proceeds to Us,
Before Expenses
|
|
|
|
Per Note
|
|
|
Total
|
|
|
Per Note
|
|
|
Total
|
|
|
Per Note
|
|
|
Total
|
|
2023 notes
|
|
|
99.895
|
%
|
|
$
|
998,950,000
|
|
|
|
0.350
|
%
|
|
$
|
3,500,000
|
|
|
|
99.545
|
%
|
|
$
|
995,450,000
|
|
2024 notes
|
|
|
99.952
|
%
|
|
$
|
1,249,400,000
|
|
|
|
0.400
|
%
|
|
$
|
5,000,000
|
|
|
|
99.552
|
%
|
|
$
|
1,244,400,000
|
|
2026 notes
|
|
|
99.830
|
%
|
|
$
|
1,497,450,000
|
|
|
|
0.600
|
%
|
|
$
|
9,000,000
|
|
|
|
99.230
|
%
|
|
$
|
1,488,450,000
|
|
2028 notes
|
|
|
99.481
|
%
|
|
$
|
746,107,500
|
|
|
|
0.625
|
%
|
|
$
|
4,687,500
|
|
|
|
98.856
|
%
|
|
$
|
741,420,000
|
|
2031 notes
|
|
|
99.803
|
%
|
|
$
|
1,497,045,000
|
|
|
|
0.650
|
%
|
|
$
|
9,750,000
|
|
|
|
99.153
|
%
|
|
$
|
1,487,295,000
|
|
(1)
|
The public offering prices set forth above do not include accrued interest, if any. Interest on the notes will
accrue from August 2, 2021.
|
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the notes to investors through the book-entry delivery system of The Depository Trust Company for the accounts of its
participants, including Clearstream Banking, société anonyme and Euroclear Bank S.A./N.V. as operator of the Euroclear System, on August 2, 2021. See Underwriting.
Joint Book-Running Managers
|
|
|
|
|
|
|
|
|
|
|
Barclays
|
|
BofA Securities
|
|
Citigroup
|
|
J.P. Morgan
|
|
|
|
|
|
|
|
BNP PARIBAS
|
|
Deutsche Bank Securities
|
|
Goldman Sachs & Co. LLC
|
|
HSBC
|
|
|
|
|
|
|
|
Mizuho Securities
|
|
MUFG
|
|
RBC Capital Markets
|
|
Scotiabank
|
|
|
|
|
|
|
|
Truist Securities
|
|
Wells Fargo Securities
|
|
|
|
|
|
|
|
ING
|
|
PNC Capital Markets LLC
|
|
SOCIETE GENERALE
|
|
TD Securities
|
Co-Managers
|
|
|
|
|
Roberts and Ryan
|
|
Ramirez & Co., Inc.
|
|
Siebert Williams Shank
|
|
|
|
Stern
|
|
Tigress Financial Partners
|
July 20, 2021