Dell completes five billion dollar senior notes offering across four tranches

Dell Technologies Inc. (DELL) completed a public offering of $5 billion in senior unsecured notes across four separate tranches, according to a regulatory filing on Monday.

Dell International L.L.C. and EMC Corporation, two wholly-owned subsidiaries of the company, issued the notes. The offering closed on September 15, 2026, using a shelf registration statement.

Key takeaways

• The company issued $5 billion in senior notes across four tranches.
• The 2029 notes total $1.25 billion with a 5.100% interest rate.
• The 2031 notes total $1.25 billion with a 5.400% interest rate.
• The 2033 notes total $1.5 billion with a 5.600% interest rate.
• The 2037 notes total $1 billion with a 5.900% interest rate.

Note terms and tranches

The offering includes four distinct series of senior unsecured notes carrying varying maturities and interest rates. Interest on the 2029, 2031, and 2033 notes began accruing on September 15, 2026, with semi-annual interest payments starting March 15, 2027. Interest on the 2037 notes also began accruing on September 15, 2026, with semi-annual payments commencing on April 1, 2027.

The 2029 notes mature on September 15, 2029. The 2031 notes mature on September 15, 2031. The 2033 notes mature on September 15, 2033. The 2037 notes mature on April 1, 2037.

Guarantees and redemption terms

The notes are senior unsecured obligations of the issuers, ranking equal in right of payment with all existing and future senior indebtedness. The company, Denali Intermediate Inc., and Dell Inc. jointly and severally guarantee the notes on an unsecured basis.

The issuers may redeem some or all of the notes prior to their maturity dates using a make-whole premium plus accrued and unpaid interest. On or after specified dates near maturity—August 15, 2029, for the 2029 notes, August 15, 2031, for the 2031 notes, July 15, 2033, for the 2033 notes, and January 1, 2037, for the 2037 notes—the issuers may redeem the notes at 100% of the aggregate principal amount.

If a change of control triggering event occurs, holders may require the issuers to purchase all or a portion of their notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest.

Why it matters

The filing did not disclose the intended use of proceeds from the $5 billion offering. The indenture includes customary covenants limiting the ability of the issuers and guarantors to create certain liens, merge, sell substantially all assets, or enter into sale and leaseback transactions.

By the numbers

| Metric | Value | Source | |---|---|---|> | 2029 Notes Principal | $1,250,000,000 | Filing | | 2029 Notes Interest Rate | 5.100% | Filing | | 2031 Notes Principal | $1,250,000,000 | Filing | | 2031 Notes Interest Rate | 5.400% | Filing | | 2033 Notes Principal | $1,500,000,000 | Filing | | 2033 Notes Interest Rate | 5.600% | Filing | | 2037 Notes Principal | $1,000,000,000 | Filing | | 2037 Notes Interest Rate | 5.900% | Filing |

Indenture and parties

The notes were issued pursuant to a base indenture dated January 24, 2023, supplemented by individual supplemental indentures for each series dated September 15, 2026. The Bank of New York Mellon Trust Company, N.A., acts as trustee for the notes. Simpson Thacher & Bartlett LLP provided the legal opinion for the offering.