fwp
Filed
Pursuant to Rule 433
Registration No. 333-155041
March 28, 2011
Dell Inc.
Pricing Term Sheet
March 28, 2011
In addition to the securities described in the preliminary prospectus supplement, the Issuer
also is issuing a series of Floating Rate Notes due 2014. Certain of the terms of the 2014 Floating
Rate Notes are described below. In addition to the terms described below, the following sections
of the preliminary prospectus supplement relate to the description of the 2014 Floating Rate Notes:
the cover page; the introductory paragraphs of the section entitled “Description of Notes”; the
subsections of the “Description of Notes” entitled “—General,” “—Ranking,” “—Issuance of
Additional Notes,” “—Covenants,” “—Events of Default,” “—Reports,” “—Satisfaction and
Discharge; Defeasance and Covenant Defeasance,” “—Book Entry Delivery and Settlement,”
“—Governing Law,” and “—Regarding the Trustee”; the provisions of the section entitled
“Summary—The Offering” which correspond to the foregoing subsections; and the section of the base
prospectus entitled “Description of Debt Securities.”
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Issuer:
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Dell Inc. |
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Size:
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$300,000,000 |
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Maturity:
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April 1, 2014 |
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Coupon (Interest Rate):
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3-month LIBOR + 60 bps |
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Anticipated Security Ratings:
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A2/A- |
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Interest Payment and Reset Dates:
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January 1, April 1, July 1 and October 1, first
Interest Payment Date on July 1, 2011 |
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Redemption Provision:
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May not be redeemed before maturity |
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Price to Public:
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100% |
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Minimum Denominations / Multiples:
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$2,000 / multiples of $1,000 in excess thereof |
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Proceeds, before expenses, to Dell from
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$299,250,000 |
the offering of the notes contemplated by |
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this final term sheet: |
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Settlement Date:
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March 31, 2011 |
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CUSIP/ISIN:
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24702RAR2 / US24702RAR21 |
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Joint Book-Running Managers:
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BNP Paribas Securities Corp. |
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Deutsche Bank Securities Inc. |
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UBS Securities LLC |
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Wells Fargo Securities, LLC |
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Co-Managers:
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Citigroup Global Markets Inc. |
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Goldman, Sachs & Co. |
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J.P. Morgan Securities LLC |
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Merrill Lynch, Pierce, Fenner & Smith Incorporated |
The 2014 Floating Rate Notes will bear interest for each interest period at a rate
determined by the calculation agent. The Bank of New York Mellon Trust Company, N.A. will be the
calculation agent until such time, if any, as we appoint a successor calculation agent. The
interest rate on the 2014 Floating Rate Notes for a particular interest period will be a per annum
rate equal to three-month USD LIBOR as determined on the interest determination date plus 0.60%. The
interest determination date for an interest period will be the second London business day preceding
the first day of such interest period. Promptly upon determination, the calculation agent will
inform the Trustee and us of the interest rate for the next interest period. Except in the case of
manifest error, the determination of the interest rate by the calculation agent will be binding and
conclusive on the holders of the 2014 Floating Rate Notes, the Trustee and us. A London business day
is a day on which dealings in deposits in U.S. dollars are transacted in the London interbank
market.
Interest will be payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year commencing
on July 1, 2011 to the person in whose name the notes (or any predecessor notes) are registered at the
close of business on the business day immediately preceding such interest payment date. Interest
on the 2014 Floating Rate Notes will accrue from and including March 31, 2011, to, but excluding, the
first interest payment date and then from and including the immediately preceding interest payment
date to which interest has been paid or duly provided for to, but excluding, the next interest
payment date or maturity date, as the case may be. We refer to each of these periods as an
“interest period.” The amount of accrued interest that we will pay for any interest period will be
calculated by multiplying the face amount of the 2014 Floating Rate Notes then outstanding by an
accrued interest factor. The accrued interest factor will be computed by adding the interest factor
calculated for each day from March 31, 2011, or from the last interest payment date, to the date for
which accrued interest is being calculated. The interest factor for each day will be computed by
dividing the interest rate applicable to that day by 360. If an interest payment date for the 2014
Floating Rate Notes falls on a day that is not a business day, the interest payment date will be
postponed to the next succeeding business day unless such next succeeding business day would be in
the following month, in which case the interest payment date will be the immediately preceding
business day.
On any interest determination date, LIBOR will be equal to the offered rate for deposits in
U.S. dollars having an index maturity of three months, in amounts of at least $1,000,000, as such
rate appears on “Reuters Page LIBOR01” at approximately 11:00 a.m., London time, on such interest
determination date. If on an interest determination date, such rate does not appear on “Reuters
Page LIBOR01” at approximately 11:00 a.m., London time, or if “Reuters Page LIBOR01” is not
available on such date, the calculation agent will obtain such rate from Bloomberg L.P.’s page
“BBAM.”
If no offered rate appears on “Reuters Page LIBOR01” or Bloomberg L.P.’s page “BBAM” on an
interest determination date at approximately 11:00 a.m., London time, then the calculation agent
(after consultation with us) will select four major banks in the London interbank market and will
request each of their principal London offices to provide a quotation of the rate at which
three-month deposits in U.S. dollars in amounts of at least $1,000,000 are offered by it to prime
banks in the London interbank market, on that date and at that time, that is representative of
single transactions at that time. If at least two quotations are provided, LIBOR will be the
arithmetic average of the quotations provided. Otherwise, the calculation agent will select three
major banks in New York City and will request each of them to provide a quotation of the rate
offered by them at approximately 11:00 a.m., New York City time, on the interest determination date
for loans in U.S. dollars to leading European banks having an index maturity of three months for
the applicable interest period in an amount of at least $1,000,000 that is representative of single
transactions at that time. If three quotations are provided, LIBOR will be the arithmetic average
of the quotations provided. Otherwise, the rate of LIBOR for the next interest period will be set
equal to the rate of LIBOR for the then current interest period.
Upon request from any holder of 2014 Floating Rate Notes, the calculation agent will provide
the interest rate in effect for the 2014 Floating Rate Notes for the current interest period and, if
it has been determined, the interest rate to be in effect for the next interest period.
All percentages resulting from any calculation of the interest rate on the 2014 Floating Rate
Notes will be rounded to the nearest one hundred-thousandth of a percentage point with five
one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) would be
rounded to 9.87655% (or .0987655)), and all dollar amounts used in or resulting from such
calculation on the 2014 Floating Rate Notes will be rounded to the nearest cent (with one-half cent
being rounded upward). Each calculation of the interest rate on the 2014 Floating Rate Notes by the
calculation agent will (in absence of manifest error) be final and binding on the holders and us.
The interest rate on the 2014 Floating Rate Notes will in no event be higher than the maximum rate
permitted by New York law as the same may be modified by United States law of general application.
A securities rating is not a recommendation to buy, sell or hold securities and may be subject
to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these documents for free by visiting
EDGAR on the SEC web site at www.sec.gov. Alternatively, any of the Representatives can arrange to
send you the prospectus if you request it by calling:
BNP Paribas Securities Corp. toll free at 1-800-854-5674
Deutsche Bank Securities Inc. toll free at 1-800-503-4611
UBS Securities LLC toll-free at 1-877-827-6444 (ext. 561-3884)
Wells Fargo Securities, LLC toll-free at 1-800-326-5897
Dell Inc.
Pricing Term Sheet
March 28, 2011
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Issuer:
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Dell Inc. |
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Size:
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$400,000,000 |
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Maturity:
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April 1, 2014 |
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Coupon (Interest Rate):
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2.100% |
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Yield to Maturity:
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2.111% |
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Spread to Benchmark Treasury:
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T + 85 bps |
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Benchmark Treasury:
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1.250% due March 15, 2014 |
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Benchmark Treasury Price and Yield:
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Price of 99-31; Yield of 1.261% |
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Anticipated Security Ratings:
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A2/A- |
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Interest Payment Dates:
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April 1 and October 1, first Interest Payment Date
October 1, 2011 |
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Record Dates:
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March 15 and September 15 |
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Redemption Provision:
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Make-whole T + 12.5 bps |
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Price to Public:
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99.968% |
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Minimum Denominations / Multiples:
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$2,000 / multiples of $1,000 in excess thereof |
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Proceeds, before expenses, to Dell from
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$398,872,000 |
the offering of the notes contemplated by |
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this final term sheet: |
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Settlement Date:
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March 31, 2011 |
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CUSIP/ISIN:
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24702RAN1 / US24702RAN17 |
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Joint Book-Running Managers:
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BNP Paribas Securities Corp. |
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Deutsche Bank Securities Inc. |
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UBS Securities LLC |
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Wells Fargo Securities, LLC |
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Co-Managers:
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Citigroup Global Markets Inc. |
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Goldman, Sachs & Co. |
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J.P. Morgan Securities LLC |
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Merrill Lynch, Pierce, Fenner & Smith Incorporated |
A securities rating is not a recommendation to buy, sell or hold securities and may be subject
to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these documents for free by visiting
EDGAR on the SEC web site at www.sec.gov. Alternatively, any of the Representatives can arrange to
send you the prospectus if you request it by calling:
BNP Paribas Securities Corp. toll free at 1-800-854-5674
Deutsche Bank Securities Inc. toll free at 1-800-503-4611
UBS Securities LLC toll-free at 1-877-827-6444 (ext. 561-3884)
Wells Fargo Securities, LLC toll-free at 1-800-326-5897
Dell Inc.
Pricing Term Sheet
March 28, 2011
| |
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Issuer:
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Dell Inc. |
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Size:
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$400,000,000 |
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Maturity:
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April 1, 2016 |
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Coupon (Interest Rate):
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3.100% |
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Yield to Maturity:
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3.122% |
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Spread to Benchmark Treasury:
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T + 95 bps |
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Benchmark Treasury:
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2.125% due February 29, 2016 |
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Benchmark Treasury Price and Yield:
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Price of 99-25; Yield of 2.172% |
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Anticipated Security Ratings:
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A2/A- |
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Interest Payment Dates:
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April 1 and October 1, first Interest Payment Date
October 1, 2011 |
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Record Dates:
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March 15 and September 15 |
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Redemption Provision:
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Make-whole T + 15 bps |
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Price to Public:
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99.899% |
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Minimum Denominations / Multiples:
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$2,000 / multiples of $1,000 in excess thereof |
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Proceeds, before expenses, to Dell from
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$398,196,000 |
the offering of the notes contemplated by |
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this final term sheet: |
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Settlement Date:
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March 31, 2011 |
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CUSIP/ISIN:
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24702RAP6 / US24702RAP64 |
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Joint Book-Running Managers:
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BNP Paribas Securities Corp. |
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Deutsche Bank Securities Inc. |
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UBS Securities LLC |
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Wells Fargo Securities, LLC |
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Co-Managers:
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Citigroup Global Markets Inc. |
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Goldman, Sachs & Co. |
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J.P. Morgan Securities LLC |
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Merrill Lynch, Pierce, Fenner & Smith Incorporated |
A securities rating is not a recommendation to buy, sell or hold securities and may be subject
to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these documents for free by visiting
EDGAR on the SEC web site at www.sec.gov. Alternatively, any of the Representatives can arrange to
send you the prospectus if you request it by calling:
BNP Paribas Securities Corp. toll free at 1-800-854-5674
Deutsche Bank Securities Inc. toll free at 1-800-503-4611
UBS Securities LLC toll-free at 1-877-827-6444 (ext. 561-3884)
Wells Fargo Securities, LLC toll-free at 1-800-326-5897
DELL INC.
Pricing Term Sheet
March 28, 2011
| |
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Issuer:
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Dell Inc. |
|
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Size:
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$400,000,000 |
|
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Maturity:
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April 1, 2021 |
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Coupon (Interest Rate):
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4.625% |
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Yield to Maturity:
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4.683% |
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Spread to Benchmark Treasury:
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T + 125 bps |
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Benchmark Treasury:
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3.625% due February 15, 2021 |
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Benchmark Treasury Price and Yield:
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Price of 101-19; Yield of 3.433% |
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Anticipated Security Ratings:
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A2/A- |
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Interest Payment Dates:
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April 1 and October 1, first Interest Payment Date
October 1, 2011 |
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Record Dates:
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March 15 and September 15 |
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Redemption Provision:
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Make-whole T + 20 bps |
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Price to Public:
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99.541% |
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Minimum Denominations / Multiples:
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$2,000 / multiples of $1,000 in excess thereof |
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Proceeds, before expenses, to Dell from
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$396,364,000 |
the offering of the notes contemplated by |
|
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this final term sheet: |
|
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|
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Settlement Date:
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March 31, 2011 |
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CUSIP/ISIN:
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24702RAQ4 / US24702RAQ48 |
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Joint Book-Running Managers:
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BNP Paribas Securities Corp. |
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|
Deutsche Bank Securities Inc. |
|
|
UBS Securities LLC |
|
|
Wells Fargo Securities, LLC |
|
|
|
Co-Managers:
|
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Citigroup Global Markets Inc. |
|
|
Goldman, Sachs & Co. |
|
|
J.P. Morgan Securities LLC |
|
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated |
A securities rating is not a recommendation to buy, sell or hold securities and may be subject
to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these documents for free by visiting
EDGAR on the SEC web site at www.sec.gov. Alternatively, any of the Representatives can arrange to
send you the prospectus if you request it by calling:
BNP Paribas Securities Corp. toll free at 1-800-854-5674
Deutsche Bank Securities Inc. toll free at 1-800-503-4611
UBS Securities LLC toll-free at 1-877-827-6444 (ext. 561-3884)
Wells Fargo Securities, LLC toll-free at 1-800-326-5897