Dell May Need To Pay Up On Longer Bonds

Dell hits the screens next week with one of the biggest high-grade bonds of the year, but the computer giant may have to pay up to get the longer-dated pieces of the deal over the line.

Marketing got under way this week for a new secured transaction tipped to raise around US$16bn across six tranches of three, five, seven, 10, 20 and 30 years.

But it is the longer maturities that may put the pricing squeeze on Dell, a onetime high-grade name that fell to junk as founder Michael Dell took the company private in 2013.

“Interest in the tech space for 5, 7, 10-year is decent, but if you start talking about 30-year paper a lot can change,” one investor told IFR.
“This is one of the issues Dell is going to have,” the investor said. “What is the appetite for long tech paper?”

Bank of America Merrill Lynch, Barclays , Citigroup , Credit Suisse , Goldman Sachs and JP Morgan are bookrunners on the deal, which the market has been eagerly awaiting for months.

The bond, expected to be rated Baa3/BBB-/BBB- with a first lien on some assets, is part of a larger financing to fund Dell’s acquisition of data storage company EMC .

“From a timing perspective, especially compared to conditions a couple of months ago, it’s a good time to go to market,” said one debt capital markets banker.

But while investors clearly view the credit with approval, some are more than a little wary of the expected US$50bn-plus debt load of the newly merged company.
Add in some uncertainty over the long-term prospects for Dell’s personal computer business, and some on the buyside could see reason to take pause.

“It is a challenging business,” said Wesley Sparks, head of US credit strategies at Schroders. “The market is moving away from the technology they have.”

To assuage concerns about a potential deterioration in its credit metrics, Dell is guaranteeing a 25bp increase in coupon payment per rating agency downgrade, up to a maximum 200bp.

If the merger with EMC is not completed by the end of the year, Dell will also buy back the debt at a premium of 101, although analysts expect it to close by October.

“It will be interesting to see if people are lured in by spread,” said one leveraged finance banker away from the deal.

“The depth of the market across maturity types will be very interesting.”

Whispers on the 10-year portion of the new Dell offering were circulated last week in the area of 6%, according to one investor.

That looks relatively cheap compared to Hewlett Packard Enterprise, a likely comparable, which sold a US$14.6bn deal last year.

After accounting for the ratings and maturities differences, one banker said, the 6% level would mean substantial premium to where a new HPE 10-year would come.

And the 20 and 30-year maturities would likely be even more expensive relative to the curve.

Making the price discovery process even more complicated is that Dell is replicating the strategy of cable TV’s Charter Communications, another junk-rated borrower.

Just as Charter did last year to fund its takeover of Time Warner Cable, Dell has structured its financing package to have much of its debt sale be rated as investment grade.

In addition to the IG deal on the way this week, Dell is planning a much smaller US$3.25bn junk bond as well as a roughly US$8bn term loan B.

But some say Charter is not an apt comparison, particularly when accounting for the wobbles in the PC market.

“Charter’s TWC deal was a transformational acquisition that catapulted Charter into a top-tier player,” said Sparks at Schroders.

“I just don’t think Dell’s is a positive transformational acquisition,” he said. “I don’t know that we are going to play Dell at all.”