01—Abstract
Summary
Summary of the 8-K filed April 1, 2025. Cited figures are marked; the original filing is the authoritative source.
Dell Technologies Inc. (DELL) has filed an 8-K report detailing a significant debt offering completed by its wholly-owned subsidiaries, Dell International L.L.C. and EMC Corporation.
The company successfully issued a total of $4 billiona in senior unsecured notes across four tranches: $1 billion in 4.750% Senior Notes due 2028, $1 billion in 5.000% Senior Notes due 2030, $1 billion in 5.300% Senior Notes due 2032, and $1 billion in 5.500% Senior Notes due 2035. These notes are guaranteed jointly and severally by Dell Technologies Inc., Denali Intermediate Inc., and Dell Inc. This offering represents a strategic move by Dell to secure long-term financing. The notes are senior unsecured obligations, ranking equally with other senior indebtedness of the issuers and structurally subordinated to debt at non-guarantor subsidiaries.
Investors should note the various maturity dates and coupon rates, as well as the provisions for redemption, including make-whole premiums before specified dates and a 100%b redemption price thereafter. The filing also outlines covenants related to liens, asset dispositions, and sale-leaseback transactions, alongside standard events of default for investment-grade debt.
02—Key points
Key Highlights
- Dell Technologies successfully raised $4 billion through a public offering of senior unsecured notes.
- The offering comprises four tranches with staggered maturities ranging from 2028 to 2035.
- Coupon rates for the notes range from 4.750% for the 2028 Notes to 5.500% for the 2035 Notes.
- The notes are guaranteed by Dell Technologies Inc. and two of its wholly-owned subsidiaries.
- The debt issued is senior unsecured, meaning it ranks equally with other senior debt but is subordinate to secured debt.
- The offering was made under a shelf registration statement on Form S-3ASR.
- Standard covenants and events of default for investment-grade debt securities are included in the indenture.
03—Questions
Frequently Asked Questions
What is the total amount of debt raised by Dell Technologies in this offering?
Dell Technologies raised a total of $4 billion through the issuance of senior unsecured notes across four different series.
What are the maturity dates and interest rates for the new notes?
The notes have the following maturity dates and coupon rates: 4.750% Senior Notes due 2028, 5.000% Senior Notes due 2030, 5.300% Senior Notes due 2032, and 5.500% Senior Notes due 2035.
Are these notes secured or unsecured, and how do they rank relative to other Dell debt?
These notes are senior unsecured obligations. They rank equally in right of payment with all existing and future senior indebtedness of the issuers and senior in right of payment to all existing and future subordinated indebtedness. They are structurally subordinated to any indebtedness of subsidiaries that do not guarantee these notes.
What are the key protective covenants for noteholders mentioned in the filing?
The indenture includes covenants that restrict the creation of liens on certain assets to secure debt, limit consolidating or merging, and restrict the sale or disposition of substantially all assets, as well as entering into sale and leaseback transactions. Customary events of default are also included.
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