Dell Technologies Inc has taken formal steps toward a multi-billion-dollar bond issuance, filing a preliminary offering document with the U.S. Securities and Exchange Commission under Form 424B2. The filing, made on Wednesday, names joint co-issuers Dell International L.L.C. and EMC Corporation and outlines a public offering of senior unsecured notes arranged across four separate series.
Underwriting responsibilities for the offering are being handled by a wide Wall Street syndicate. The banks leading the book-entry transaction include Barclays, BofA Securities, Citigroup, Goldman Sachs, HSBC, J.P. Morgan, TD Securities, and Wells Fargo Securities.
While the SEC filing left dollar amounts and pricing details blank pending market determination, external reporting indicates the company is targeting roughly $4 billion in aggregate proceeds. The quoted structure would span four tranches with maturities from three to 10 years, and initial price talk on the longest-dated tranche reportedly carried a spread of up to 140 basis points over U.S. Treasuries.
Use of proceeds and guarantees
The filing specifies that net proceeds will be primarily used to redeem Dell’s 4.900% First Lien Notes that mature in October 2026. Any remaining funds are to be allocated toward general corporate purposes and ongoing debt management. The new notes will be co-issued with joint and several downstream guarantees from Dell Technologies Inc., Denali Intermediate Inc., and Dell Inc., and will rank equally with existing senior debt in payment priority.
Credit agency assessments
Rating agencies provided immediate assessments of the proposed debt. Fitch Ratings and S&P Global Ratings both assigned 'BBB+' issue-level ratings to the co-issued notes, while Moody's Investors Service rated the securities 'Baa2' and attached a positive outlook to Dell Inc.'s rating. These issue-level ratings place the notes within the investment-grade category as presented in the preliminary documentation.
Analysts from the rating firms also commented on expected leverage dynamics. Moody's indicated that gross leverage might temporarily tick up by less than a quarter of a turn as a result of the issuance, but projected that expanding EBITDA should draw adjusted debt-to-EBITDA back toward roughly 1.0x over the next 12 to 18 months. Fitch provided a similar outlook, projecting that core EBITDA leverage excluding Dell Financial Services could move toward 1.0x by fiscal 2028.
Fitch additionally highlighted the company's capacity to generate pre-dividend free cash flow in excess of $10 billion annually, noting this cash generation as sufficient to support Dell's announced policy of returning 80% of adjusted free cash to shareholders while meeting debt service obligations.
Market and business context
Shares of Dell rose by more than 3% in Wednesday morning trading following the filing. The refinancing comes at a time of surging demand for AI infrastructure hardware. S&P Global's commentary cited in the filing pointed to a backlog tied to AI-related orders of approximately $95 billion, driven by enterprise demand for specialist AI servers and core storage products.
Rating commentary also referenced a broader hardware cycle, with S&P Global estimating about 1.2 million legacy servers approaching upgrade cycles as customers adapt their data center footprints to accommodate agentic AI workloads. That potential multi-year refresh is framed in the filing as an underpinning for continued demand for enterprise servers and related infrastructure.
Liquidity and next steps
Dell enters the potential refinancing with substantial liquidity on hand. The company reported cash balances of $11.6 billion as of July 31, 2026, and maintains an undrawn revolving credit facility of $6 billion that extends through 2031. Market participants will monitor final pricing as the underwriters assess institutional demand across the four tranches and settle terms.
Note: The offering terms remain subject to final market pricing and execution. The SEC filing reflects the preliminary structure and intended uses of proceeds.