On September 15, 2026, Dell International L.L.C. and EMC Corporation, wholly owned subsidiaries of Dell Technologies Inc., completed a public offering under a shelf registration statement on Form S-3ASR (File No. 333-296691) of $1.25 billion of 5.100% Senior Notes due 2029, $1.25 billion of 5.400% Senior Notes due 2031, $1.5 billion of 5.600% Senior Notes due 2033, and $1.0 billion of 5.900% Senior Notes due 2037.
The notes were issued under a Base Indenture dated January 24, 2023, with The Bank of New York Mellon Trust Company, N.A. as trustee, as supplemented by four supplemental indentures dated September 15, 2026; they are senior unsecured obligations of the Issuers, guaranteed on a joint and several basis by Dell Technologies Inc., Denali Intermediate Inc., and Dell Inc., rank equal with existing and future senior indebtedness of the Issuers and Guarantors and senior to future subordinated indebtedness, and are structurally subordinated to liabilities of non-guarantor subsidiaries.
Interest accrues from September 15, 2026, at the stated rates, payable semi-annually in arrears on March 15 and September 15, beginning March 15, 2027, for the 2029, 2031, and 2033 notes, and on April 1 and October 1, beginning April 1, 2027, for the 2037 notes; the notes mature on September 15, 2029, September 15, 2031, September 15, 2033, and April 1, 2037, respectively.
The Indenture provides make-whole redemption before August 15, 2029 (2029 notes), August 15, 2031 (2031 notes), July 15, 2033 (2033 notes), and January 1, 2037 (2037 notes); par redemption on or after those dates; a 101% change-of-control triggering event repurchase right; and covenants limiting liens, mergers or sales of substantially all assets, and sale-leaseback transactions, plus customary events of default; the supplemental indentures, forms of notes, and Simpson Thacher & Bartlett LLP legal opinion were filed as Exhibits 4.1-4.4, 4.5-4.8, and 5.1, respectively.
Original SEC Filing Text expand_more
Item 1.01 Entry into a Material Definitive Agreement. On September 15, 2026, two wholly-owned subsidiaries of Dell Technologies Inc. (the Company ), Dell International L.L.C. and EMC Corporation (together, the Issuers ), completed a public offering (the Offering ) of (i) $1,250,000,000 aggregate principal amount of 5.100% Senior Notes due 2029 (the 2029 Notes ), (ii) $1,250,000,000 aggregate principal amount of 5.400% Senior Notes due 2031 (the 2031 Notes ), (iii) $1,500,000,000 aggregate principal amount of 5.600% Senior Notes due 2033 (the 2033 Notes ) and (iv) $1,000,000,000 aggregate principal amount of 5.900% Senior Notes due 2037 (the 2037 Notes and, together with the 2029 Notes, the 2031 Notes and the 2033 Notes, the Notes ). The Notes were sold pursuant to a shelf registration statement on Form S-3ASR (File No. 333-296691). The Notes were issued pursuant to a Base Indenture, dated as of January 24, 2023 (the Base Indenture ), among the Issuers, the Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the Trustee ), as supplemented, (i) with respect to the 2029 Notes, by the 2029 Notes Supplemental Indenture No. 1 (the 2029 Notes Supplemental Indenture ), dated as of September 15, 2026, among the Issuers, the Guarantors and the Trustee, (ii) with respect to the 2031 Notes, by the 2031 Notes Supplemental Indenture No. 1 (the 2031 Notes Supplemental Indenture ), dated as of September 15, 2026, among the Issuers, the Guarantors and the Trustee, (iii) with respect to the 2033 Notes, by the 2033 Notes Supplemental Indenture No. 1 (the 2033 Notes Supplemental Indenture ), dated as of September 15, 2026, among the Issuers, the Guarantors and the Trustee and (iv) with respect to the 2037 Notes, by the 2037 Notes Supplemental Indenture No. 1 (the 2037 Notes Supplemental Indenture and, together with the Base Indenture, the 2029 Notes Supplemental Indenture, the 2031 Notes Supplemental Indenture and the 2033 Notes Supplemental Indenture, the Indenture ), dated as of September 15, 2026, among the Issuers, the Guarantors and the Trustee. The Notes are senior unsecured obligations of the Issuers and rank equal in right of payment with all of the Issuers existing and future senior indebtedness and senior in right of payment to all of the Issuers future subordinated indebtedness. The Notes are unsecured and are guaranteed on a joint and several basis by the Company and its wholly-owned subsidiaries, Denali Intermediate Inc. ( Denali Intermediate ) and Dell Inc. (together with Denali Intermediate and the Company, the Guarantors ). Such note guarantees rank equal in right of payment with all existing and future senior indebtedness of the Guarantors and senior in right of payment to all future subordinated indebtedness of the Guarantors. The Notes and the note guarantees are structurally subordinated to all of the existing and future indebtedness and other liabilities of subsidiaries of the Issuers, who will not guarantee the Notes. Interest on each series of the Notes began accruing on September 15, 2026, the issue date of the Notes. Interest on the 2029 Notes accrues at a rate of 5.100% per year, payable semi-annually in arrears on March 15 and September 15 of each year, commencing on March 15, 2027. Interest on the 2031 Notes accrues at a rate of 5.400% per year, payable semi-annually in arrears on March 15 and September 15 of each year, commencing on March 15, 2027. Interest on the 2033 Notes accrues at a rate of 5.600% per year, payable semi-annually in arrears on March 15 and September 15 of each year, commencing on March 15, 2027. Interest on the 2037 Notes accrues at a rate of 5.900% per year, payable semi-annually in arrears on April 1 and October 1 of each year, 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 and the 2037 Notes mature on April 1, 2037. Prior to (i) August 15, 2029 (the date one month prior to the maturity of the 2029 Notes), in the case of the 2029 Notes, (ii) August 15, 2031 (the date one month prior to the maturity of the 2031 Notes), in the case of the 2031 Notes, (iii) July 15, 2033 (the date two months prior to the maturity of the 2033 Notes), in the case of the 2033 Notes and (iv) January 1, 2037 (the date three months prior to the maturity of the 2037 Notes), in the case of the 2037 Notes, the Issuers may, on any one or more occasions, redeem some or all of the Notes of such series at a make-whole premium, plus accrued and unpaid interest to, but excluding, the redemption date. On or after (i) August 15, 2029, in the case of the 2029 Notes, (ii) August 15, 2031, in the case of the 2031 Notes, (iii) July 15, 2033, in the case of the 2033 Notes and (iv) January 1, 2037, in the case of the 2037 Notes, the Issuers may, on any one or more occasions, redeem some or all of the Notes of such series at a price equal to 100% of the aggregate principal amount of the Notes of such series to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If a change of control triggering event occurs, the holders of the Notes may require the Issuers to purchase for cash all or a portion of their Notes at a purchase price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the repurchase date. The Indenture contains covenants that impose limitations on, among other things, creating liens on certain assets to secure debt; consolidating, merging or selling or otherwise disposing of all or substantially all assets; and entering into sale and leaseback transactions. The Indenture also contains customary events of default and covenants for an issuer of investment grade debt securities. The foregoing summaries of the Base Indenture, the 2029 Notes Supplemental Indenture, the 2031 Notes Supplemental Indenture, the 2033 Notes Supplemental Indenture and the 2037 Notes Supplemental Indenture do not purport to be complete and are qualified in their entirety by reference to the full texts of such documents. Copies of the 2029 Notes Supplemental Indenture, the 2031 Notes Supplemental Indenture, the 2033 Notes Supplemental Indenture and the 2037 Notes Supplemental Indenture relating to the Notes are filed as Exhibit 4.1, Exhibit 4.2, Exhibit 4.3 and Exhibit 4.4, respectively, to this Current Report on Form 8-K (including the forms of Notes included therein and filed as Exhibit 4.5, Exhibit 4.6, Exhibit 4.7 and Exhibit 4.8 hereto) and are incorporated herein by reference. The Base Indenture was previously filed as Exhibit 4.1 to the Company s Current Report on Form 8-K filed on January 24, 2023 and is incorporated herein by reference. In addition, the legal opinion of Simpson Thacher & Bartlett LLP relating to the Notes is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.
