The transaction represents a premium of 28.9 percent to the closing price of Dell's tracking stock on Friday. Other options have included a Dell public offering or combination with VMware, Dell said in a January filing.
The transaction will allow Dell to bypass the traditional IPO process, which would likely have involved grilling by stock market investors over its $52.7 billion debt pile. Founder and majority shareholder Michael Dell will hold on to his role as chairman and CEO, while Silver Lake will keep its minority stake. While the tracking stock that would facilitate the change has doubled in value, Michael Dell has previously stated a preference for being a private company - which Dell has been since 2013. VMware will remain a stand-alone company, and Dell will continue to own 81 percent of VMware's common stock.
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Dell Technologies Inc is proposing to become a publicly traded corporation again, according to a * a target="_blank" href="https://searchwww.sec.gov/EDGARFSClient/jsp/EDGAR_MainAccess.jsp?search_text=*&sort=Date&formType=1&isAdv=true&stemming=true&numResults=10&queryCo=Dell%20Technologies&numResults=10" *filing lodged with the SEC this morning.
It also means Dell will not have to raise any new money, because it will pay for the deal by issuing new shares and a $9 billion dividend it will receive from VMware.
Dell said it will list its Class C shares on the New York Stock Exchange following the completion of the deal that will eliminate its tracking stock. Alternatively, VMware shareholders could opt for $109 in cash.
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"Unprecedented data growth is fueling the digital era of IT, and we are uniquely positioned with our portfolio of technologies and services to enable the digital, IT, security and workforce transformations of our customers", Dell said in a prepared statement Monday. Bloomberg first reported earlier this year that Dell was considering subsuming the tracking stock.
The transaction was likely "initially driven by a desire to find some liquidity for the major shareholders" by unlocking some of the cash VMware had been sitting on, said Shannon Cross, analyst at Cross Research. "The company paid down 25 percent of its $42 billion debt in two years and cash flow is strong".
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