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<P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>UNITED STATES </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>SECURITIES AND EXCHANGE COMMISSION </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Washington, DC 20549 </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:13%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>FORM 8-K
</B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>CURRENT REPORT </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 </B></P>
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<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center">Date of Report (Date of earliest event reported): October&nbsp;29, 2013 </P>
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<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Dell Inc. </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center">(Exact name of
registrant as specified in its charter) </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top" ALIGN="center"><B>Delaware</B></TD>
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<TD VALIGN="top" ALIGN="center"><B>0-17017</B></TD>
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<TD VALIGN="top" ALIGN="center"><B>74-2487834</B></TD></TR>
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<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center">(State or other jurisdiction</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:12pt; font-family:Times New Roman" ALIGN="center">of incorporation)</P></TD>
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<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center">(Commission</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:12pt; font-family:Times New Roman" ALIGN="center">File Number)</P></TD>
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<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center">(IRS Employer</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:12pt; font-family:Times New Roman" ALIGN="center">Identification No.)</P></TD></TR>
</TABLE> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>One Dell Way, Round Rock, Texas 78682</B> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center">(Address of principal executive offices)&nbsp;&nbsp;&nbsp;&nbsp;(Zip Code) </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center">Registrant&#146;s telephone number, including area code:&nbsp;&nbsp;&nbsp;&nbsp;(<B>800)&nbsp;289-3355</B> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD ALIGN="left" VALIGN="top">Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) </TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD ALIGN="left" VALIGN="top">Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) </TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17&nbsp;CFR&nbsp;240.14d-2(b)) </TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17&nbsp;CFR&nbsp;240.13e-4(c)) </TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Introductory Note </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">On October&nbsp;29, 2013, pursuant to the terms of an Agreement and Plan of Merger, dated as of February&nbsp;5, 2013, as amended by Amendment No.&nbsp;1
thereto, dated as of August&nbsp;2, 2013 (as so amended, the &#147;Merger Agreement&#148;), by and among Denali Holding Inc., a Delaware corporation (&#147;Parent&#148;), Denali Intermediate Inc., a Delaware corporation and wholly-owned subsidiary
of Parent (&#147;Intermediate&#148;), Denali Acquiror Inc., a Delaware corporation and wholly-owned subsidiary of Intermediate (&#147;Merger Sub&#148; and together with Parent and Intermediate, the &#147;Parent Parties&#148;), and Dell Inc., a
Delaware corporation (the &#147;Company&#148;), Merger Sub was merged with and into the Company (the &#147;Merger&#148;), with the Company surviving the Merger as a wholly-owned subsidiary of Intermediate. As of the effective time of the Merger, the
Company became indirectly beneficially wholly-owned by Michael S. Dell and his related family trust (together, the &#147;MD Investors&#148;), investment funds affiliated with Silver Lake Partners (the &#147;SLP Investors&#148;), investment funds
affiliated with MSDC Management, L.P. (the &#147;MSDC Investors&#148;) and certain members of the Company&#146;s management. The Merger Consideration (as defined in Item&nbsp;2.01 of this report) was funded by the debt financing arrangements
described in Item&nbsp;1.01 of this report, the cash equity contributions described in Item&nbsp;2.01 of this report and cash on hand at the Company and its subsidiaries. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="12%" VALIGN="top" ALIGN="left"><B>Item&nbsp;1.01&nbsp;&#151;</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Entry into a Material Definitive Agreement. </B></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">The information set forth in the Introductory Note and
Item&nbsp;2.01 of this report is incorporated herein by reference. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman"><B><I>Term Loan Facilities</I></B>.&nbsp; On October&nbsp;29, 2013, Intermediate,
Merger Sub, the Company, Denali Borrower LLC and Dell International LLC (the &#147;U.S. Borrower&#148;), a subsidiary of the Company, entered into, or by merger became parties to, a Credit Agreement, dated as of October&nbsp;29, 2013 (the
&#147;Credit Agreement&#148;), with the lenders party thereto and Bank of America, NA., as administrative agent and collateral agent. On that date, pursuant to the Credit Agreement, the lenders extended to Denali International LLC, as borrower (the
&#147;Borrower&#148;) thereunder, $4.66 billion aggregate principal amount of term B loans, $1.5 billion aggregate principal amount of term C loans and &#128;700,000,000 aggregate principal amount of euro term loans. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">Borrowings under the term loan B facility, the term loan C facility and the euro term loan facility bear interest at a rate per annum equal to an applicable
margin, plus, at the Borrower&#146;s option, either (a)&nbsp;a base rate or (b)&nbsp;a LIBOR rate for the applicable currency, in each case, subject to interest rate floors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">Each of the term loan B facility and the euro term loan facility will amortize in equal quarterly installments in an aggregate annual amount equal to 1% of
the original principal amount of such term loan facility, with the balance being payable on the date that is six and one half years after the closing of the facilities. The term loan C facility will amortize in equal quarterly installments in an
aggregate annual amount equal to 10% of the original principal amount of such facility, with the balance being payable on the date that is five years after the closing of the facilities. Outstanding term loans are subject to mandatory prepayment
with specified excess cash flows and the net cash proceeds of specified asset sales and other dispositions of property and of specified incurrences of debt. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center">1 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">Intermediate, the Company and substantially all of the domestic subsidiaries of the Company guarantee the
borrowings under the Credit Agreement. All obligations under the Credit Agreement and the related guarantees are secured by a perfected first-priority or second-priority security interest in substantially all of the tangible and intangible assets of
the Company, the U.S. Borrower and the guarantors as well as a perfected first-priority pledge of the equity interests of the Company, all of the domestic subsidiaries of the Company and first tier foreign subsidiaries of the Company (the first lien
collateral, collectively, the &#147;Term Loan Collateral&#148;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">The Credit Agreement contains negative and affirmative covenants, events of default and
repayment and prepayment provisions customarily applicable to senior secured credit facilities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman"><B><I>ABL Facility</I></B>.&nbsp; On October&nbsp;29,
2013, Intermediate, Merger Sub, the Company, Denali Borrower LLC, the U.S. Borrower, Dell Canada Inc. and Dell Products, subsidiaries of the Company, entered into, or by merger became parties to, an ABL Credit Agreement, dated as of October&nbsp;29,
2013 (the &#147;ABL Credit Agreement&#148;), with the lenders party thereto and Bank of America, N.A., as administrative agent. Pursuant to the ABL Credit Agreement, the lenders have extended to the U.S. Borrower, Dell Canada Inc. and Dell Products,
as borrowers (the &#147;ABL Borrowers&#148;) thereunder, a revolving credit facility in the maximum aggregate principal amount of $2 billion, subject to borrowing base capacity (the &#147;ABL facility&#148;). On October&nbsp;29, 2013, the U.S.
Borrower borrowed $750,000,000 under the ABL facility. The ABL facility includes borrowing capacity available for letters of credit and for borrowings on same-day notice under swingline loans. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">Borrowings under the ABL facility bear interest at a rate per annum equal to an applicable margin, plus, at the ABL Borrowers&#146; option, either (a)&nbsp;a
base rate, (b)&nbsp;a LIBOR rate or (c)&nbsp;certain other applicable rates. From and after the delivery by the ABL Borrowers to the administrative agent of a borrowing base certificate for the first full fiscal quarter completed after the closing
of the ABL facility, the applicable margin under the ABL facility will be determined based on excess liquidity as a percentage of the maximum borrowing amount under the ABL facility. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">In addition to paying interest on outstanding principal under the ABL facility, the ABL Borrowers are required to pay customary commitment and letter of
credit fees. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">Principal amounts outstanding under the ABL facility will be due and payable in full at maturity, five years from the closing of the
facility. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">Intermediate, the Company and substantially all of the domestic subsidiaries of the Company guarantee the borrowings under the ABL facility,
and certain foreign subsidiaries of the Company organized in Canada and Ireland guarantee the borrowings by Dell Canada Inc. or Dell Products. Subject to certain exceptions and agreements with respect to obligations of Dell Canada Inc. and Dell
Products, all obligations under the ABL facility and the related guarantees are secured by a perfected first-priority security interest in substantially all of the tangible and intangible assets of the Company, the ABL Borrowers and the guarantors
as well as a perfected junior-priority security interest in the Term Loan Collateral (the &#147;ABL Collateral&#148;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">The ABL facility contains negative
and affirmative covenants, events of default and repayment and prepayment provisions customarily applicable to asset-based senior credit facilities. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center">2 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman"><B><I>First Lien Notes</I></B>.&nbsp; On October&nbsp;29, 2013, the Company, by virtue of the Merger, succeeded
to certain obligations under an Indenture, dated as of October&nbsp;7, 2013, by and among Denali International L.L.C., as successor to Denali Borrower LLC, and Denali Finance Corp. (as supplemented by a Supplemental Indenture, dated as of
October&nbsp;29, 2013) with The Bank of New York Mellon Trust Company, N.A., as trustee, pursuant to which Denali International L.L.C. and Denali Finance Corp. are co-issuers of $1,500,000,000 aggregate principal amount of 5.625% Senior First Lien
Notes due 2020 (the &#147;First Lien Notes&#148;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">The First Lien Notes will mature on October&nbsp;15, 2020. The co-issuers will pay interest on the
First Lien Notes semi-annually in arrears on April&nbsp;15 and October&nbsp;15 of each year, commencing on April&nbsp;15, 2014. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">The First Lien Notes rank
equal in right of payment with all existing and future senior indebtedness of the co-issuers and senior in right of payment to all of their existing and future subordinated indebtedness. Intermediate, the Company and each of the domestic
subsidiaries of the Company that guarantees obligations under the term loan facilities and the ABL facility described above guarantee the First Lien Notes on a joint and several basis. The First Lien Note guarantees rank equal in right of payment
with all existing and future senior indebtedness and senior in right of payment to all future subordinated indebtedness of such guarantors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">The First
Lien Notes and the related guarantees are secured by a first-priority security interest in certain cash flow collateral and a second-priority security interest in the ABL Collateral. The Indenture contains certain customary negative and affirmative
covenants, events of default and optional redemption and repurchase provisions. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman"><B><I>Term/Commercial Receivables Facility</I></B>.&nbsp; On
October&nbsp;29, 2013, Dell Conduit Funding-B L.L.C. and certain other subsidiaries of the Company entered into, or by merger became parties to, a Loan and Servicing Agreement, dated as of October&nbsp;29, 2013 (the &#147;Commercial Receivables
Facility Agreement&#148;), providing for financing of up to an aggregate of $1.9 billion of commercial receivables outstanding at any time. On October&nbsp;29, 2013, proceeds from the facility of approximately $1.6 billion were drawn down for
application in connection with the completion of the Merger. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">The commitment term under the Commercial Receivables Facility Agreement is three years from
the date of the Merger closing. The Commercial Receivables Facility Agreement will mature in the twelfth month after the due date of the latest installment payment due under any receivable being funded at the end of the commitment term. Interest
under the Commercial Receivables Facility Agreement is payable at a variable interest rate which, in the case of a commercial paper conduit lender, will be generally based on such lender&#146;s cost of funds in the commercial paper market plus a
usage fee or, if funding occurs through its backstop funding commitments, one-month LIBOR plus 1.75%, and, in the case of any other lender, will be daily one-month LIBOR plus a usage fee. The usage fee is 1.00%&nbsp;per annum, increasing to
1.75%&nbsp;per annum after the end of the commitment term. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">The borrower under the Commercial Receivables Facility Agreement is a newly-organized special
purpose bankruptcy-remote indirect subsidiary of the Company established to purchase on a periodic basis the contracts and the related lease equipment that will be financed under the </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center">3 </P>


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facility. Dell Financial Services (&#147;DFS&#148;) acts as the servicer of the contracts. The Company has provided a performance undertaking to the borrower and the lenders ensuring the
performance and obligations (including the payment obligations) of DFS as servicer and of the subsidiary of the Company acting as the seller of the contracts to the borrower. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">The Commercial Receivables Facility Agreement is secured by a first-priority security interest in the applicable underlying contracts, interests in certain
related equipment and other related property and the proceeds thereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">The Commercial Receivables Facility Agreement contains customary negative and
affirmative covenants, events of default and early commitment termination events customarily applicable to commercial receivables financing facilities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman"><B><I>Revolving/Consumer Receivables Facility</I></B>.&nbsp; On October&nbsp;29, 2013, Dell Asset Revolving Trust-B and certain other subsidiaries of the
Company entered into, or by merger became parties to, a Note Purchase Agreement, dated as of October&nbsp;29, 2013 (the &#147;Consumer Receivables Facility Agreement&#148;), providing for revolving financing of up to aggregate of $1.1 billion of
consumer receivables outstanding at any time. On October&nbsp;29, 2013, proceeds from the facility of approximately $757 million were drawn down for application in connection with the completion of the Merger. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">The commitment term under the Consumer Receivables Facility Agreement is three years from the date of the Merger closing. The Consumer Receivables Facility
Agreement will mature in the twelfth month after the end of the commitment term. Interest under the Consumer Receivables Facility Agreement is payable at a variable interest rate which, in the case of a commercial paper conduit lender, will be
generally based on such lender&#146;s cost of funds in the commercial paper market plus a usage fee or, if funding occurs through its backstop funding commitments, one-month LIBOR plus 2.25% and, in the case of any other lender, will be daily
one-month LIBOR plus a usage fee. The usage fee is 1.75%&nbsp;per annum, increasing to 2.50%&nbsp;per annum after the end of the commitment term. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">The
borrower under the Consumer Receivables Facility Agreement is a newly-organized special purpose bankruptcy-remote indirect subsidiary of the Company established to purchase the receivables arising in designated consumer credit accounts and business
credit accounts on a daily basis as they are originated. DFS acts as the servicer of the receivables and the administrator of the borrower. The Company has provided a performance undertaking to the borrower and the lenders ensuring the performance
and obligations (including the payment obligations) of DFS as servicer and administrator and of the subsidiary of the Company acting as the initial seller of the receivables. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">The Consumer Receivables Facility Agreement is secured by a first-priority security interest in the receivables, related property and the proceeds thereof.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">The Consumer Receivables Facility Agreement contains negative and affirmative covenants, events of default and early commitment termination events
customarily applicable to consumer receivables financing facilities. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center">4 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman"><B><I>Canadian Revolving/Commercial Receivables Facility.&nbsp; </I></B>On September&nbsp;26, 2013, Dell
Financial Services Canada Limited (&#147;DES Canada&#148;) entered into a Credit Agreement, dated as of September&nbsp;26, 2013 (the &#147;Canadian Facility Agreement&#148;), with Royal Bank of Canada (&#147;RBC&#148;), pursuant to which RBC has
established in favor of DES Canada a revolving credit facility available in Canadian dollars and U.S. dollars (the &#147;Canadian Facility&#148;) to be used by DFS Canada for its working capital and general corporate purposes, including, subject to
customary conditions, making or repaying inter-company loans and/or distributions to the Company or any of its affiliates. On September&nbsp;26, 2013, DES Canada borrowed approximately $165 million under the Canadian Facility Agreement. Loans made
under the Canadian Facility will be secured by DES Canada&#146;s portfolio of Canadian and U.S. dollar commercial leases and conditional sale agreements (the &#147;Commercial Receivables&#148;) and by an unsecured guarantee of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">Interest under the Canadian Facility is payable at a variable interest rate which, in the case of loans secured by any Canadian dollar Commercial Receivables,
will be one-month CDOR plus 2.15% and, in the case of loans secured by any U.S. dollar Commercial Receivables, will be one-month LIBOR plus 3.00%. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">The
Canadian Facility Agreement contains negative and affirmative covenants, events of default and repayment and prepayment provisions customarily applicable to commercial receivables financing facilities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman"><B><I>Microsoft Subordinated Note</I></B>.&nbsp; On October&nbsp;29, 2013, Parent issued a 7.25% unsecured subordinated note due 2023 in the principal amount
of $2 billion (the &#147;Subordinated Note&#148;) to Microsoft Global Finance, a subsidiary of Microsoft Corporation. The Subordinated Note bears interest at 7.25%&nbsp;per annum, and Parent, at its option, may elect to pay up to 3.5%&nbsp;per annum
of interest in kind instead of in cash. Parent may redeem all or a portion of the Subordinated Note in whole at any time or in part from time to time. In addition, Parent will be required to repurchase or to make an offer to repurchase the
Subordinated Note in whole or in part upon the occurrence of specified events. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="12%" VALIGN="top" ALIGN="left"><B>Item&nbsp;2.01&nbsp;&#151;</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Completion of Acquisition or Disposition of Assets. </B></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">The information set forth in the Introductory Note
and in Items 1.01, 3.03, 5.01, 5.02 and 5.03 of this report is incorporated herein by reference. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">At the effective time of the Merger (the &#147;Effective
Time&#148;), each share of the common stock, par value $0.01 per share, of the Company (the &#147;Common Stock&#148;) issued and outstanding immediately prior to the Effective Time (other than certain excluded shares and shares held by any of the
Company&#146;s stockholders who are entitled to, properly exercise and do not withdraw appraisal rights under Delaware law (&#147;Dissenting Shares&#148;)) was converted into the right to receive $13.75 in cash, without interest (the &#147;Merger
Consideration&#148;), less any applicable withholding taxes, whereupon all such shares were automatically canceled upon the conversion thereof and ceased to exist. In addition, promptly after the Effective Time, each share of Common Stock held as of
the close of business on October&nbsp;28, 2013 is entitled to receive the $0.13 per share special cash dividend declared by the Company&#146;s board of directors on October&nbsp;18, 2013. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center">5 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">The maximum aggregate cash Merger Consideration is approximately $20.4 billion. The funds used to fund the Merger
Consideration were received from cash equity contributions from Michael S. Dell, the SLP Investors and the MSDC Investors, as well as cash on hand at the Company and its subsidiaries and proceeds received in connection with the debt financings
described in Item&nbsp;1.01 of this report. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">The MD Investors and certain members of the Company&#146;s management contributed Common Stock to Parent
immediately prior to the Effective Time in exchange for shares of Parent common stock. In addition, certain members of the Company&#146;s management agreed with Parent to invest after-tax proceeds from the Merger in shares of Parent common stock.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">Mr.&nbsp;Dell is the founder, Chairman of the Board of Directors and Chief Executive Officer of the Company, and was the Company&#146;s principal
stockholder before the completion of the Merger. MSDC Management, L.P. is a Delaware limited partnership engaged in the business of managing certain affiliated investments funds. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">A special committee of the Company&#146;s board of directors consisting solely of four independent and disinterested directors unanimously recommended that
the board of directors approve and declare the Merger Agreement advisable. On September&nbsp;12, 2013, the proposal to adopt the Merger Agreement was approved by the affirmative vote (in person or by proxy) of the holders of (a)&nbsp;a majority of
the outstanding shares of Common Stock entitled to vote thereon and (b)&nbsp;a majority of the outstanding shares of Common Stock held by stockholders voting for or against the proposal to adopt the Merger Agreement, excluding shares held by the
Parent Parties, Mr.&nbsp;Dell and certain of Mr.&nbsp;Dell&#146;s related family trusts, any other officers and directors of the Company or any other person having any equity interest in, or any right to acquire any equity interest in, Merger Sub or
any person of which Merger Sub is a direct or indirect subsidiary. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">The foregoing summary is not complete and is qualified in its entirety by reference to
the full text of (a)&nbsp;the original Merger Agreement, which is filed as Exhibit 2.1 to this report, and (b)&nbsp;Amendment No.&nbsp;1 to Agreement and Plan of Merger, which is filed as Exhibit 2.2 to this report, each of which exhibits is
incorporated herein by reference. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>
<TD WIDTH="12%" VALIGN="top" ALIGN="left"><B>Item&nbsp;2.03&nbsp;&#151;</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. </B></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">The information set forth in the Introductory Note and Items 1.01 and 2.01 of this report is incorporated herein by reference. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>
<TD WIDTH="12%" VALIGN="top" ALIGN="left"><B>Item&nbsp;3.01&nbsp;&#151;</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. </B></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">The information set forth in the Introductory Note and Items 2.01 and 3.03 of this report is incorporated herein by reference. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">On October&nbsp;29, 2013, the Company notified The NASDAQ Global Select Market (&#147;NASDAQ&#148;) of the completion of the Merger, and requested that
trading in the Common Stock be suspended and that the Common Stock be withdrawn from listing on NASDAQ effective as of the close of trading on October&nbsp;29, 2013. The Company also requested that NASDAQ file a delisting
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center">6 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">
application on Form 25 with the Securities and Exchange Commission (the &#147;SEC&#148;) to report the delisting of the Common Stock from NASDAQ. The Common Stock was delisted effective as of the
close of trading on October&nbsp;29, 2013. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">The Company intends to file a Form 15 with the SEC to terminate or suspend its reporting obligations under
Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 at the time such filing is permitted under SEC rules. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="12%" VALIGN="top" ALIGN="left"><B>Item&nbsp;3.03&nbsp;&#151;</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Material Modification to Rights of Security Holders. </B></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">The information set forth in the Introductory
Note and Items 2.01 and 5.03 of this report is incorporated herein by reference. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">As a result of the Merger, each share of Common Stock issued and
outstanding immediately prior to the Effective Time (other than certain excluded shares and Dissenting Shares) was automatically canceled and ceased to exist, and was converted into the right to receive the Merger Consideration, less any applicable
withholding taxes. Accordingly, at the Effective Time, the Company&#146;s stockholders immediately before the Effective Time ceased to have any rights in the Company as stockholders, other than their right to receive the Merger Consideration or,
with respect to stockholders holding Dissenting Shares, appraisal rights. In addition, promptly after the Effective Time, each share of Common Stock held as of the close of business on October&nbsp;28, 2013 is entitled to receive the $0.13 per share
special cash dividend declared by the Company&#146;s board of directors on October&nbsp;18, 2013. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="12%" VALIGN="top" ALIGN="left"><B>Item&nbsp;5.01&nbsp;&#151;</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Changes in Control of Registrant. </B></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">The information set forth in the Introductory Note and Items 2.01,
3.01 and 3.03 of this report is incorporated herein by reference. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">On October&nbsp;29, 2013, pursuant to the terms of the Merger Agreement, Merger Sub was
merged with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Intermediate. Intermediate is a wholly-owned subsidiary of Parent. Parent is owned by the MD Investors, the SLP Investors, the MSDC Investors and
certain members of the Company&#146;s management. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">Upon the completion of the Merger, the MD Investors beneficially own, directly or indirectly,
approximately 71% of the Company&#146;s voting securities, the SLP Investors beneficially own, directly or indirectly, approximately 24% of the Company&#146;s voting securities, the MSDC Investors beneficially own, directly or indirectly,
approximately 4% of the Company&#146;s voting securities, and certain members of the Company&#146;s management beneficially own, directly or indirectly, less than 1% of the Company&#146;s voting securities. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>
<TD WIDTH="12%" VALIGN="top" ALIGN="left"><B>Item&nbsp;5.02&nbsp;&#151;</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. </B></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">The information set forth in the Introductory Note and Item&nbsp;2.01 of this report is incorporated herein by reference. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center">7 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">(b) As of the Effective Time on October&nbsp;29, 2013, in accordance with the Merger Agreement, Donald J. Carty,
Janet F. Clark, Laura Conigliaro, Kenneth M. Duberstein, Gerald J. Kleisterlee, Klaus S. Luft, Alex J. Mandl, Shantanu Narayen and H. Ross Perot Jr. ceased serving as members of the Company&#146;s board of directors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">(d) On October&nbsp;29, 2013, following the Effective Time, in connection with the transactions contemplated by the Merger Agreement, Egon Durban and Simon
Patterson were elected as new members of the Company&#146;s board of directors (with Mr.&nbsp;Patterson&#146;s appointment effective October&nbsp;30, 2013). Michael S. Dell will continue his service as a member of the Company&#146;s board of
directors. At the time of the effectiveness of their respective appointments to the board of directors, Mr.&nbsp;Durban and Mr.&nbsp;Patterson were also appointed to serve on the Company&#146;s audit committee and compensation committee. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">Mr.&nbsp;Durban is a Managing Partner and Managing Director of Silver Lake Partners. Mr.&nbsp;Patterson is a Managing Director of Silver Lake Partners. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>
<TD WIDTH="12%" VALIGN="top" ALIGN="left"><B>Item&nbsp;5.03&nbsp;&#151;</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. </B></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">The information set forth in
the Introductory Note and Item&nbsp;2.01 of this report is incorporated herein by reference. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">On October&nbsp;29, 2013, pursuant to the Merger Agreement,
at the Effective Time, the Restated Certificate of Incorporation of the Company as in effect immediately prior to the Effective Time was amended to be in the form filed as Exhibit 3.1 to this report, and became the Amended and Restated Certificate
of Incorporation of the Company, and the Restated Bylaws of the Company as in effect immediately prior to the Effective Time were amended and restated to be in the form filed as Exhibit 3.2 to this report, and became the Amended and Restated Bylaws
of the Company. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="12%" VALIGN="top" ALIGN="left"><B>Item&nbsp;8.01&nbsp;&#151;</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Other Events. </B></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">The information set forth in the Introductory Note and Item&nbsp;2.01 of this report is
incorporated herein by reference. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">On October&nbsp;29, 2013, upon the completion of the Merger and as required by the terms of the Merger Agreement, the
Company delivered to the trustee therefor irrevocable notices for the redemption in full, 30 days after the date of such notices, of the Company&#146;s 2.100% Senior Notes due 2014 in the aggregate principal amount of $400 million and the
Company&#146;s 5.625% Senior Notes due 2014 in the aggregate principal amount of $500 million. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="12%" VALIGN="top" ALIGN="left"><B>Item&nbsp;9.01&nbsp;&#151;</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Financial Statements and Exhibits. </B></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="6%" VALIGN="top" ALIGN="left"><I>(d)</I></TD>
<TD ALIGN="left" VALIGN="top"><I>Exhibits</I> </TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>
<TD WIDTH="6%" VALIGN="top" ALIGN="left">2.1</TD>
<TD ALIGN="left" VALIGN="top">Agreement and Plan of Merger, dated as of February&nbsp;5, 2013, by and among Dell Inc., Denali Holding Inc., Denali Intermediate Inc. and Denali Acquiror Inc. (incorporated by reference to Exhibit 2.1 of Dell
Inc.&#146;s Current Report on Form 8-K filed on February&nbsp;6, 2013, as amended by Current Report on <FONT STYLE="white-space:nowrap">Form&nbsp;8-K/A</FONT> filed on February&nbsp;15, 2013, Commission File
<FONT STYLE="white-space:nowrap">No.&nbsp;0-17017).</FONT> </TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center">8 </P>


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<TR>
<TD WIDTH="6%" VALIGN="top" ALIGN="left">2.2</TD>
<TD ALIGN="left" VALIGN="top">Amendment No.&nbsp;1 to Agreement and Plan of Merger, by and among Dell Inc., Denali Holding Inc., Denali Intermediate Inc. and Denali Acquiror Inc., dated as of August&nbsp;2, 2013 (incorporated by reference to Exhibit
2.1 of Dell Inc.&#146;s Current Report on Form 8-K filed on August&nbsp;2, 2013, Commission File <FONT STYLE="white-space:nowrap">No.&nbsp;0-17017).</FONT> </TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>
<TD WIDTH="6%" VALIGN="top" ALIGN="left">3.1</TD>
<TD ALIGN="left" VALIGN="top">Amended and Restated Certificate of Incorporation of Dell Inc. Filed herewith. </TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="6%" VALIGN="top" ALIGN="left">3.2</TD>
<TD ALIGN="left" VALIGN="top">Amended and Restated Bylaws of Dell Inc. Filed herewith. </TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center">9 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>SIGNATURES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:12pt; font-family:Times New Roman">Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="4%"></TD>
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<TD WIDTH="3%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="45%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="3">DELL INC.</TD></TR>
<TR>
<TD HEIGHT="49"></TD>
<TD HEIGHT="49" COLSPAN="2"></TD>
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<TD HEIGHT="49" COLSPAN="2"></TD></TR>
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<TD VALIGN="top"> <P STYLE="margin-left:1.00em; text-indent:-1.00em; font-size:12pt; font-family:Times New Roman">Date:&nbsp; October 29, 2013</P></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom">By:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><U>/s/ Janet B. Wright&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom">Janet B. Wright</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom">Vice President and Assistant Secretary</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom">(Duly Authorized Officer)</TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center">10 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>EXHIBIT INDEX </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="bottom" NOWRAP ALIGN="center"><B><U>Exhibit&nbsp;No.</U></B></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center"><B><U>Exhibit</U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</B></TD></TR>


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<TD VALIGN="top" NOWRAP>2.1</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top">Agreement and Plan of Merger, dated as of February 5, 2013, by and among Dell Inc., Denali Holding Inc., Denali Intermediate Inc. and Denali Acquiror Inc. (incorporated by reference to Exhibit 2.1 of Dell Inc.&#146;s Current Report
on Form <FONT STYLE="white-space:nowrap">8-K</FONT> filed on February 6, 2013, as amended by Current Report on Form 8-K/A filed on February 15, 2013, Commission File No. <FONT STYLE="white-space:nowrap">0-17017).</FONT></TD></TR>
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<TD VALIGN="top" NOWRAP>2.2</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top">Amendment No. 1 to Agreement and Plan of Merger, by and among Dell Inc., Denali Holding Inc., Denali Intermediate Inc. and Denali Acquiror Inc., dated as of August 2, 2013 (incorporated by reference to Exhibit 2.1 of Dell
Inc.&#146;s Current Report on Form&nbsp;8-K filed on August 2, 2013, Commission File No. <FONT STYLE="white-space:nowrap">0-17017).</FONT></TD></TR>
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<TD VALIGN="top" NOWRAP>3.1</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top">Amended and Restated Certificate of Incorporation of Dell Inc. Filed herewith.</TD></TR>
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<TD VALIGN="top" NOWRAP>3.2</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top">Amended and Restated Bylaws of Dell Inc. Filed herewith.</TD></TR>
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Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 29, 2013
Dell Inc.
(Exact name of
registrant as specified in its charter)
Delaware
0-17017
74-2487834
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
One Dell Way, Round Rock, Texas 78682
(Address of principal executive offices)    (Zip Code)
Registrant's telephone number, including area code:    (
800) 289-3355
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Introductory Note
On October 29, 2013, pursuant to the terms of an Agreement and Plan of Merger, dated as of February 5, 2013, as amended by Amendment No. 1
thereto, dated as of August 2, 2013 (as so amended, the "Merger Agreement"), by and among Denali Holding Inc., a Delaware corporation ("Parent"), Denali Intermediate Inc., a Delaware corporation and wholly-owned subsidiary
of Parent ("Intermediate"), Denali Acquiror Inc., a Delaware corporation and wholly-owned subsidiary of Intermediate ("Merger Sub" and together with Parent and Intermediate, the "Parent Parties"), and Dell Inc., a
Delaware corporation (the "Company"), Merger Sub was merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly-owned subsidiary of Intermediate. As of the effective time of the Merger, the
Company became indirectly beneficially wholly-owned by Michael S. Dell and his related family trust (together, the "MD Investors"), investment funds affiliated with Silver Lake Partners (the "SLP Investors"), investment funds
affiliated with MSDC Management, L.P. (the "MSDC Investors") and certain members of the Company's management. The Merger Consideration (as defined in Item 2.01 of this report) was funded by the debt financing arrangements
described in Item 1.01 of this report, the cash equity contributions described in Item 2.01 of this report and cash on hand at the Company and its subsidiaries.
Item 1.01 —
Entry into a Material Definitive Agreement.
The information set forth in the Introductory Note and
Item 2.01 of this report is incorporated herein by reference.
Term Loan Facilities
.  On October 29, 2013, Intermediate,
Merger Sub, the Company, Denali Borrower LLC and Dell International LLC (the "U.S. Borrower"), a subsidiary of the Company, entered into, or by merger became parties to, a Credit Agreement, dated as of October 29, 2013 (the
"Credit Agreement"), with the lenders party thereto and Bank of America, NA., as administrative agent and collateral agent. On that date, pursuant to the Credit Agreement, the lenders extended to Denali International LLC, as borrower (the
"Borrower") thereunder, $4.66 billion aggregate principal amount of term B loans, $1.5 billion aggregate principal amount of term C loans and €700,000,000 aggregate principal amount of euro term loans.
Borrowings under the term loan B facility, the term loan C facility and the euro term loan facility bear interest at a rate per annum equal to an applicable
margin, plus, at the Borrower's option, either (a) a base rate or (b) a LIBOR rate for the applicable currency, in each case, subject to interest rate floors.
Each of the term loan B facility and the euro term loan facility will amortize in equal quarterly installments in an aggregate annual amount equal to 1% of
the original principal amount of such term loan facility, with the balance being payable on the date that is six and one half years after the closing of the facilities. The term loan C facility will amortize in equal quarterly installments in an
aggregate annual amount equal to 10% of the original principal amount of such facility, with the balance being payable on the date that is five years after the closing of the facilities. Outstanding term loans are subject to mandatory prepayment
with specified excess cash flows and the net cash proceeds of specified asset sales and other dispositions of property and of specified incurrences of debt.
1
Intermediate, the Company and substantially all of the domestic subsidiaries of the Company guarantee the
borrowings under the Credit Agreement. All obligations under the Credit Agreement and the related guarantees are secured by a perfected first-priority or second-priority security interest in substantially all of the tangible and intangible assets of
the Company, the U.S. Borrower and the guarantors as well as a perfected first-priority pledge of the equity interests of the Company, all of the domestic subsidiaries of the Company and first tier foreign subsidiaries of the Company (the first lien
collateral, collectively, the "Term Loan Collateral").
The Credit Agreement contains negative and affirmative covenants, events of default and
repayment and prepayment provisions customarily applicable to senior secured credit facilities.
ABL Facility
.  On October 29,
2013, Intermediate, Merger Sub, the Company, Denali Borrower LLC, the U.S. Borrower, Dell Canada Inc. and Dell Products, subsidiaries of the Company, entered into, or by merger became parties to, an ABL Credit Agreement, dated as of October 29,
2013 (the "ABL Credit Agreement"), with the lenders party thereto and Bank of America, N.A., as administrative agent. Pursuant to the ABL Credit Agreement, the lenders have extended to the U.S. Borrower, Dell Canada Inc. and Dell Products,
as borrowers (the "ABL Borrowers") thereunder, a revolving credit facility in the maximum aggregate principal amount of $2 billion, subject to borrowing base capacity (the "ABL facility"). On October 29, 2013, the U.S.
Borrower borrowed $750,000,000 under the ABL facility. The ABL facility includes borrowing capacity available for letters of credit and for borrowings on same-day notice under swingline loans.
Borrowings under the ABL facility bear interest at a rate per annum equal to an applicable margin, plus, at the ABL Borrowers' option, either (a) a
base rate, (b) a LIBOR rate or (c) certain other applicable rates. From and after the delivery by the ABL Borrowers to the administrative agent of a borrowing base certificate for the first full fiscal quarter completed after the closing
of the ABL facility, the applicable margin under the ABL facility will be determined based on excess liquidity as a percentage of the maximum borrowing amount under the ABL facility.
In addition to paying interest on outstanding principal under the ABL facility, the ABL Borrowers are required to pay customary commitment and letter of
credit fees.
Principal amounts outstanding under the ABL facility will be due and payable in full at maturity, five years from the closing of the
facility.
Intermediate, the Company and substantially all of the domestic subsidiaries of the Company guarantee the borrowings under the ABL facility,
and certain foreign subsidiaries of the Company organized in Canada and Ireland guarantee the borrowings by Dell Canada Inc. or Dell Products. Subject to certain exceptions and agreements with respect to obligations of Dell Canada Inc. and Dell
Products, all obligations under the ABL facility and the related guarantees are secured by a perfected first-priority security interest in substantially all of the tangible and intangible assets of the Company, the ABL Borrowers and the guarantors
as well as a perfected junior-priority security interest in the Term Loan Collateral (the "ABL Collateral").
The ABL facility contains negative
and affirmative covenants, events of default and repayment and prepayment provisions customarily applicable to asset-based senior credit facilities.
2
First Lien Notes
.  On October 29, 2013, the Company, by virtue of the Merger, succeeded
to certain obligations under an Indenture, dated as of October 7, 2013, by and among Denali International L.L.C., as successor to Denali Borrower LLC, and Denali Finance Corp. (as supplemented by a Supplemental Indenture, dated as of
October 29, 2013) with The Bank of New York Mellon Trust Company, N.A., as trustee, pursuant to which Denali International L.L.C. and Denali Finance Corp. are co-issuers of $1,500,000,000 aggregate principal amount of 5.625% Senior First Lien
Notes due 2020 (the "First Lien Notes").
The First Lien Notes will mature on October 15, 2020. The co-issuers will pay interest on the
First Lien Notes semi-annually in arrears on April 15 and October 15 of each year, commencing on April 15, 2014.
The First Lien Notes rank
equal in right of payment with all existing and future senior indebtedness of the co-issuers and senior in right of payment to all of their existing and future subordinated indebtedness. Intermediate, the Company and each of the domestic
subsidiaries of the Company that guarantees obligations under the term loan facilities and the ABL facility described above guarantee the First Lien Notes on a joint and several basis. The First Lien Note guarantees rank equal in right of payment
with all existing and future senior indebtedness and senior in right of payment to all future subordinated indebtedness of such guarantors.
The First
Lien Notes and the related guarantees are secured by a first-priority security interest in certain cash flow collateral and a second-priority security interest in the ABL Collateral. The Indenture contains certain customary negative and affirmative
covenants, events of default and optional redemption and repurchase provisions.
Term/Commercial Receivables Facility
.  On
October 29, 2013, Dell Conduit Funding-B L.L.C. and certain other subsidiaries of the Company entered into, or by merger became parties to, a Loan and Servicing Agreement, dated as of October 29, 2013 (the "Commercial Receivables
Facility Agreement"), providing for financing of up to an aggregate of $1.9 billion of commercial receivables outstanding at any time. On October 29, 2013, proceeds from the facility of approximately $1.6 billion were drawn down for
application in connection with the completion of the Merger.
The commitment term under the Commercial Receivables Facility Agreement is three years from
the date of the Merger closing. The Commercial Receivables Facility Agreement will mature in the twelfth month after the due date of the latest installment payment due under any receivable being funded at the end of the commitment term. Interest
under the Commercial Receivables Facility Agreement is payable at a variable interest rate which, in the case of a commercial paper conduit lender, will be generally based on such lender's cost of funds in the commercial paper market plus a
usage fee or, if funding occurs through its backstop funding commitments, one-month LIBOR plus 1.75%, and, in the case of any other lender, will be daily one-month LIBOR plus a usage fee. The usage fee is 1.00% per annum, increasing to
1.75% per annum after the end of the commitment term.
The borrower under the Commercial Receivables Facility Agreement is a newly-organized special
purpose bankruptcy-remote indirect subsidiary of the Company established to purchase on a periodic basis the contracts and the related lease equipment that will be financed under the
3
facility. Dell Financial Services ("DFS") acts as the servicer of the contracts. The Company has provided a performance undertaking to the borrower and the lenders ensuring the
performance and obligations (including the payment obligations) of DFS as servicer and of the subsidiary of the Company acting as the seller of the contracts to the borrower.
The Commercial Receivables Facility Agreement is secured by a first-priority security interest in the applicable underlying contracts, interests in certain
related equipment and other related property and the proceeds thereof.
The Commercial Receivables Facility Agreement contains customary negative and
affirmative covenants, events of default and early commitment termination events customarily applicable to commercial receivables financing facilities.
Revolving/Consumer Receivables Facility
.  On October 29, 2013, Dell Asset Revolving Trust-B and certain other subsidiaries of the
Company entered into, or by merger became parties to, a Note Purchase Agreement, dated as of October 29, 2013 (the "Consumer Receivables Facility Agreement"), providing for revolving financing of up to aggregate of $1.1 billion of
consumer receivables outstanding at any time. On October 29, 2013, proceeds from the facility of approximately $757 million were drawn down for application in connection with the completion of the Merger.
The commitment term under the Consumer Receivables Facility Agreement is three years from the date of the Merger closing. The Consumer Receivables Facility
Agreement will mature in the twelfth month after the end of the commitment term. Interest under the Consumer Receivables Facility Agreement is payable at a variable interest rate which, in the case of a commercial paper conduit lender, will be
generally based on such lender's cost of funds in the commercial paper market plus a usage fee or, if funding occurs through its backstop funding commitments, one-month LIBOR plus 2.25% and, in the case of any other lender, will be daily
one-month LIBOR plus a usage fee. The usage fee is 1.75% per annum, increasing to 2.50% per annum after the end of the commitment term.
The
borrower under the Consumer Receivables Facility Agreement is a newly-organized special purpose bankruptcy-remote indirect subsidiary of the Company established to purchase the receivables arising in designated consumer credit accounts and business
credit accounts on a daily basis as they are originated. DFS acts as the servicer of the receivables and the administrator of the borrower. The Company has provided a performance undertaking to the borrower and the lenders ensuring the performance
and obligations (including the payment obligations) of DFS as servicer and administrator and of the subsidiary of the Company acting as the initial seller of the receivables.
The Consumer Receivables Facility Agreement is secured by a first-priority security interest in the receivables, related property and the proceeds thereof.
The Consumer Receivables Facility Agreement contains negative and affirmative covenants, events of default and early commitment termination events
customarily applicable to consumer receivables financing facilities.
4
Canadian Revolving/Commercial Receivables Facility.
On September 26, 2013, Dell
Financial Services Canada Limited ("DES Canada") entered into a Credit Agreement, dated as of September 26, 2013 (the "Canadian Facility Agreement"), with Royal Bank of Canada ("RBC"), pursuant to which RBC has
established in favor of DES Canada a revolving credit facility available in Canadian dollars and U.S. dollars (the "Canadian Facility") to be used by DFS Canada for its working capital and general corporate purposes, including, subject to
customary conditions, making or repaying inter-company loans and/or distributions to the Company or any of its affiliates. On September 26, 2013, DES Canada borrowed approximately $165 million under the Canadian Facility Agreement. Loans made
under the Canadian Facility will be secured by DES Canada's portfolio of Canadian and U.S. dollar commercial leases and conditional sale agreements (the "Commercial Receivables") and by an unsecured guarantee of the Company.
Interest under the Canadian Facility is payable at a variable interest rate which, in the case of loans secured by any Canadian dollar Commercial Receivables,
will be one-month CDOR plus 2.15% and, in the case of loans secured by any U.S. dollar Commercial Receivables, will be one-month LIBOR plus 3.00%.
The
Canadian Facility Agreement contains negative and affirmative covenants, events of default and repayment and prepayment provisions customarily applicable to commercial receivables financing facilities.
Microsoft Subordinated Note
.  On October 29, 2013, Parent issued a 7.25% unsecured subordinated note due 2023 in the principal amount
of $2 billion (the "Subordinated Note") to Microsoft Global Finance, a subsidiary of Microsoft Corporation. The Subordinated Note bears interest at 7.25% per annum, and Parent, at its option, may elect to pay up to 3.5% per annum
of interest in kind instead of in cash. Parent may redeem all or a portion of the Subordinated Note in whole at any time or in part from time to time. In addition, Parent will be required to repurchase or to make an offer to repurchase the
Subordinated Note in whole or in part upon the occurrence of specified events.
Item 2.01 —
Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note
and in Items 1.01, 3.03, 5.01, 5.02 and 5.03 of this report is incorporated herein by reference.
At the effective time of the Merger (the "Effective
Time"), each share of the common stock, par value $0.01 per share, of the Company (the "Common Stock") issued and outstanding immediately prior to the Effective Time (other than certain excluded shares and shares held by any of the
Company's stockholders who are entitled to, properly exercise and do not withdraw appraisal rights under Delaware law ("Dissenting Shares")) was converted into the right to receive $13.75 in cash, without interest (the "Merger
Consideration"), less any applicable withholding taxes, whereupon all such shares were automatically canceled upon the conversion thereof and ceased to exist. In addition, promptly after the Effective Time, each share of Common Stock held as of
the close of business on October 28, 2013 is entitled to receive the $0.13 per share special cash dividend declared by the Company's board of directors on October 18, 2013.
5
The maximum aggregate cash Merger Consideration is approximately $20.4 billion. The funds used to fund the Merger
Consideration were received from cash equity contributions from Michael S. Dell, the SLP Investors and the MSDC Investors, as well as cash on hand at the Company and its subsidiaries and proceeds received in connection with the debt financings
described in Item 1.01 of this report.
The MD Investors and certain members of the Company's management contributed Common Stock to Parent
immediately prior to the Effective Time in exchange for shares of Parent common stock. In addition, certain members of the Company's management agreed with Parent to invest after-tax proceeds from the Merger in shares of Parent common stock.
Mr. Dell is the founder, Chairman of the Board of Directors and Chief Executive Officer of the Company, and was the Company's principal
stockholder before the completion of the Merger. MSDC Management, L.P. is a Delaware limited partnership engaged in the business of managing certain affiliated investments funds.
A special committee of the Company's board of directors consisting solely of four independent and disinterested directors unanimously recommended that
the board of directors approve and declare the Merger Agreement advisable. On September 12, 2013, the proposal to adopt the Merger Agreement was approved by the affirmative vote (in person or by proxy) of the holders of (a) a majority of
the outstanding shares of Common Stock entitled to vote thereon and (b) a majority of the outstanding shares of Common Stock held by stockholders voting for or against the proposal to adopt the Merger Agreement, excluding shares held by the
Parent Parties, Mr. Dell and certain of Mr. Dell's related family trusts, any other officers and directors of the Company or any other person having any equity interest in, or any right to acquire any equity interest in, Merger Sub or
any person of which Merger Sub is a direct or indirect subsidiary.
The foregoing summary is not complete and is qualified in its entirety by reference to
the full text of (a) the original Merger Agreement, which is filed as Exhibit 2.1 to this report, and (b) Amendment No. 1 to Agreement and Plan of Merger, which is filed as Exhibit 2.2 to this report, each of which exhibits is
incorporated herein by reference.
Item 2.03 —
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in the Introductory Note and Items 1.01 and 2.01 of this report is incorporated herein by reference.
Item 3.01 —
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information set forth in the Introductory Note and Items 2.01 and 3.03 of this report is incorporated herein by reference.
On October 29, 2013, the Company notified The NASDAQ Global Select Market ("NASDAQ") of the completion of the Merger, and requested that
trading in the Common Stock be suspended and that the Common Stock be withdrawn from listing on NASDAQ effective as of the close of trading on October 29, 2013. The Company also requested that NASDAQ file a delisting
6
application on Form 25 with the Securities and Exchange Commission (the "SEC") to report the delisting of the Common Stock from NASDAQ. The Common Stock was delisted effective as of the
close of trading on October 29, 2013.
The Company intends to file a Form 15 with the SEC to terminate or suspend its reporting obligations under
Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 at the time such filing is permitted under SEC rules.
Item 3.03 —
Material Modification to Rights of Security Holders.
The information set forth in the Introductory
Note and Items 2.01 and 5.03 of this report is incorporated herein by reference.
As a result of the Merger, each share of Common Stock issued and
outstanding immediately prior to the Effective Time (other than certain excluded shares and Dissenting Shares) was automatically canceled and ceased to exist, and was converted into the right to receive the Merger Consideration, less any applicable
withholding taxes. Accordingly, at the Effective Time, the Company's stockholders immediately before the Effective Time ceased to have any rights in the Company as stockholders, other than their right to receive the Merger Consideration or,
with respect to stockholders holding Dissenting Shares, appraisal rights. In addition, promptly after the Effective Time, each share of Common Stock held as of the close of business on October 28, 2013 is entitled to receive the $0.13 per share
special cash dividend declared by the Company's board of directors on October 18, 2013.
Item 5.01 —
Changes in Control of Registrant.
The information set forth in the Introductory Note and Items 2.01,
3.01 and 3.03 of this report is incorporated herein by reference.
On October 29, 2013, pursuant to the terms of the Merger Agreement, Merger Sub was
merged with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Intermediate. Intermediate is a wholly-owned subsidiary of Parent. Parent is owned by the MD Investors, the SLP Investors, the MSDC Investors and
certain members of the Company's management.
Upon the completion of the Merger, the MD Investors beneficially own, directly or indirectly,
approximately 71% of the Company's voting securities, the SLP Investors beneficially own, directly or indirectly, approximately 24% of the Company's voting securities, the MSDC Investors beneficially own, directly or indirectly,
approximately 4% of the Company's voting securities, and certain members of the Company's management beneficially own, directly or indirectly, less than 1% of the Company's voting securities.
Item 5.02 —
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in the Introductory Note and Item 2.01 of this report is incorporated herein by reference.
7
(b) As of the Effective Time on October 29, 2013, in accordance with the Merger Agreement, Donald J. Carty,
Janet F. Clark, Laura Conigliaro, Kenneth M. Duberstein, Gerald J. Kleisterlee, Klaus S. Luft, Alex J. Mandl, Shantanu Narayen and H. Ross Perot Jr. ceased serving as members of the Company's board of directors.
(d) On October 29, 2013, following the Effective Time, in connection with the transactions contemplated by the Merger Agreement, Egon Durban and Simon
Patterson were elected as new members of the Company's board of directors (with Mr. Patterson's appointment effective October 30, 2013). Michael S. Dell will continue his service as a member of the Company's board of
directors. At the time of the effectiveness of their respective appointments to the board of directors, Mr. Durban and Mr. Patterson were also appointed to serve on the Company's audit committee and compensation committee.
Mr. Durban is a Managing Partner and Managing Director of Silver Lake Partners. Mr. Patterson is a Managing Director of Silver Lake Partners.
Item 5.03 —
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in
the Introductory Note and Item 2.01 of this report is incorporated herein by reference.
On October 29, 2013, pursuant to the Merger Agreement,
at the Effective Time, the Restated Certificate of Incorporation of the Company as in effect immediately prior to the Effective Time was amended to be in the form filed as Exhibit 3.1 to this report, and became the Amended and Restated Certificate
of Incorporation of the Company, and the Restated Bylaws of the Company as in effect immediately prior to the Effective Time were amended and restated to be in the form filed as Exhibit 3.2 to this report, and became the Amended and Restated Bylaws
of the Company.
Item 8.01 —
Other Events.
The information set forth in the Introductory Note and Item 2.01 of this report is
incorporated herein by reference.
On October 29, 2013, upon the completion of the Merger and as required by the terms of the Merger Agreement, the
Company delivered to the trustee therefor irrevocable notices for the redemption in full, 30 days after the date of such notices, of the Company's 2.100% Senior Notes due 2014 in the aggregate principal amount of $400 million and the
Company's 5.625% Senior Notes due 2014 in the aggregate principal amount of $500 million.
Item 9.01 —
Financial Statements and Exhibits.
(d)
Exhibits
2.1
Agreement and Plan of Merger, dated as of February 5, 2013, by and among Dell Inc., Denali Holding Inc., Denali Intermediate Inc. and Denali Acquiror Inc. (incorporated by reference to Exhibit 2.1 of Dell
Inc.'s Current Report on Form 8-K filed on February 6, 2013, as amended by Current Report on
Form 8-K/A
filed on February 15, 2013, Commission File
No. 0-17017).
8
2.2
Amendment No. 1 to Agreement and Plan of Merger, by and among Dell Inc., Denali Holding Inc., Denali Intermediate Inc. and Denali Acquiror Inc., dated as of August 2, 2013 (incorporated by reference to Exhibit
2.1 of Dell Inc.'s Current Report on Form 8-K filed on August 2, 2013, Commission File
No. 0-17017).
3.1
Amended and Restated Certificate of Incorporation of Dell Inc. Filed herewith.
3.2
Amended and Restated Bylaws of Dell Inc. Filed herewith.
9
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
DELL INC.
Date:  October 29, 2013
By:
/s/ Janet B. Wright
Janet B. Wright
Vice President and Assistant Secretary
(Duly Authorized Officer)
10
EXHIBIT INDEX
Exhibit No.
Exhibit
2.1
Agreement and Plan of Merger, dated as of February 5, 2013, by and among Dell Inc., Denali Holding Inc., Denali Intermediate Inc. and Denali Acquiror Inc. (incorporated by reference to Exhibit 2.1 of Dell Inc.'s Current Report
on Form
8-K
filed on February 6, 2013, as amended by Current Report on Form 8-K/A filed on February 15, 2013, Commission File No.
0-17017).
2.2
Amendment No. 1 to Agreement and Plan of Merger, by and among Dell Inc., Denali Holding Inc., Denali Intermediate Inc. and Denali Acquiror Inc., dated as of August 2, 2013 (incorporated by reference to Exhibit 2.1 of Dell
Inc.'s Current Report on Form 8-K filed on August 2, 2013, Commission File No.
0-17017).
3.1
Amended and Restated Certificate of Incorporation of Dell Inc. Filed herewith.
3.2
Amended and Restated Bylaws of Dell Inc. Filed herewith.