Dell issues $5 billion in senior notes across four tranches

Dell Technologies Inc. (DELL) entered into an underwriting agreement on Tuesday to issue and sell $5 billion in aggregate principal amount of senior notes across four tranches, according to a regulatory filing.

Key takeaways

• The offering totals $5 billion across four separate tranches of senior notes.
• Maturities range from 2029 through 2037 with coupons between 5.100% and 5.900%.
• Dell International L.L.C. and EMC Corporation are the issuers of the notes.
• Proceeds will be used to repay outstanding 4.900% First Lien Notes due 2026.
• The offering is expected to close on Sept. 15, 2026.

Note terms and tranches

The offering consists of $1.25 billion of 5.100% Senior Notes due 2029 sold at 99.953% of the aggregate principal amount, and $1.25 billion of 5.400% Senior Notes due 2031 sold at 99.836% of the aggregate principal amount. The issuers also sold $1.5 billion of 5.600% Senior Notes due 2033 at 99.475% of the aggregate principal amount, and $1 billion of 5.900% Senior Notes due 2037 at 99.694% of the aggregate principal amount.

The notes will be guaranteed on a joint and several unsecured basis by Dell Technologies Inc., Denali Intermediate Inc., and Dell Inc. Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, TD Securities (USA) LLC, and Wells Fargo Securities, LLC acted as representatives of the underwriters.

Use of proceeds and closing

The company said in a filing that the net proceeds from the offering will be used to repay their outstanding 4.900% First Lien Notes due 2026. Any remaining proceeds are intended for general corporate purposes, which may include the repayment of other debt.

The sale of the notes has been registered with the Securities and Exchange Commission under a registration statement on Form S-3ASR. The closing of the offering is expected to occur on Sept. 15, 2026, subject to customary closing conditions.

Why it matters

The multi-billion-dollar debt issuance allows the company to refinance upcoming debt maturities, specifically the 4.900% First Lien Notes due 2026, while locking in long-term borrowing costs across maturities extending out to 2037.

By the numbers

| Metric | Value | Source | |---|---|---|> | 2029 Notes Principal | $1,250,000,000 | 8-K filing | | 2029 Notes Coupon | 5.100% | 8-K filing | | 2029 Notes Offering Price | 99.953% | 8-K filing | | 2031 Notes Principal | $1,250,000,000 | 8-K filing | | 2031 Notes Coupon | 5.400% | 8-K filing | | 2031 Notes Offering Price | 99.836% | 8-K filing |

| Metric | Value | Source | |---|---|---|> | 2033 Notes Principal | $1,500,000,000 | 8-K filing | | 2033 Notes Coupon | 5.600% | 8-K filing | | 2033 Notes Offering Price | 99.475% | 8-K filing | | 2037 Notes Principal | $1,000,000,000 | 8-K filing | | 2037 Notes Coupon | 5.900% | 8-K filing | | 2037 Notes Offering Price | 99.694% | 8-K filing |

Closing conditions and timeline

The offering remains subject to customary closing conditions specified in the underwriting agreement. The transaction is scheduled to reach its closing date on Sept. 15, 2026, at which point the proceeds will become available to the issuers for the repayment of the targeted 2026 notes.