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Dell Plans $16 Billion Bond Sale

A Dell flag flies on the headquarters campus of Dell Inc. inA Dell flag flies on the headquarters campus of Dell Inc. in
Dell headquarters in Round Rock, Texas.Photograph by Bloomberg via Getty Images

Computer maker Dell is expected to come to market this week with at least $16 billion of investment grade notes to back its $67 billion acquisition of data storage products manufacturer EMC to a market hungry for high-quality paper, according to two sources familiar with the matter.

The size of the secured notes offering could be upsized beyond the $16 billion given the strong appetite in the investment grade bond market that last week recorded $2.1 billion in inflows to bond funds, their ninth week netting new cash, for borrowers rated BBB or higher.

If interest in the issuance is in line with expectations, the $8 billion institutional Term Loan B portion of the up to $49.5 billion financing backing the buyout could be downsized, one of the sources said. Market response to $10 billion of pro rata loans that were initially offered in November to bank debt lenders will further shape the institutional portion, the sources said.

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As reported, banks were talking to investors earlier this week about potentially bringing to market a more conservative notes offering of around $12 billion to $13 billion. However, responses were such that Dell is expected to market the original commitment of $16 billion, one of the sources said.

If the notes offering launches this week as anticipated, the company will likely finalize the size and pricing on the deal by next week, the source said.

Dell is concurrently talking to bank debt lenders about potentially increasing the size of the $7 billion Term Loan A debt that will be used to finance the acquisition, the banker said, but cautioned that with a group of around 30 banks currently in the loan, there is no guarantee that this will happen. Term Loan A debt is generally distributed to banks, as opposed to institutional investors. This portion of the debt structure began being marketed in November.



“There are still a lot of different options for the company,” the banker said. “It’s too early to say what the structure will look like, and market conditions will determine a lot of it.”

This week is expected to be one of the busiest of the year for high-grade bond issuance, with more than $25 billion priced on Monday—the second busiest day of the year—and Kraft Heinz (KHC) leading a six-deal day Tuesday.

Pricing on the Term Loan A debt was guided at 200 basis point over Libor for the three-year debt and 225 bp over Libor for the five-year debt in February with an undrawn fee of 37.5 bp, Thomson Reuters LPC reported, when more bank debt lenders were offered to participate in the financing.

EMC (EMC) has previously outlined commitments for up to $49.5 billion of debt to finance the deal. This includes an $8 billion Term Loan B facility, a $3.5 billion Term Loan A-1, a $3.5 billion Term Loan A-2, a $2.5 billion cash flow facility, and a $3 billion revolving credit facility on the loan side. The notes side includes plans for $16 billion of secured notes and $9 billion of unsecured notes.

In addition, there are commitments for $4 billion of bridge financing.

Dell is expected to finalize the Term Loan A and revolver portion of the debt, as well as the secured notes, before going out to the debt market with the Term Loan B and high-yield notes offering, a source said.

Dell announced an agreement to buy EMC in October.