8-KRegulation FD

Dell Technologies Inc. 8-K Report, Regulation FD Disclosure (May 17, 2018)

Filed May 17, 2018For Securities:DELL

Summary

Dell Technologies Inc. (DELL) announced on May 17, 2018, that it is actively exploring several strategic business opportunities. These potential paths include a possible initial public offering (IPO) of DHI Group stock, a business combination with its subsidiary VMware, Inc., and the conversion of Class V common stock into DHI Group common stock. Dell explicitly stated that these considerations do not involve the sale of Dell or VMware to a third party. To ensure the interests of Class V common stock holders are protected, Dell has formed a Special Committee comprised of independent directors. This committee has retained financial advisors and has the authority to approve any transaction that would alter the terms of the Class V stock. Investors are cautioned that no final decisions have been made, and there is no guarantee that any of these potential opportunities will be pursued or successfully completed.

Key Highlights

  • 1Dell is evaluating multiple strategic alternatives, including an IPO, a VMware business combination, and a Class V stock conversion.
  • 2The company explicitly ruled out the sale of Dell or VMware to a third party.
  • 3A Special Committee of independent directors has been established to represent Class V stockholders' interests.
  • 4Any transaction affecting Class V stock requires unanimous approval from the Special Committee and a majority vote from unaffiliated Class V shareholders.
  • 5Evercore Group L.L.C. has been retained as a financial advisor to the Special Committee.
  • 6Dell management emphasizes that no definitive decisions have been made regarding these potential opportunities.
  • 7Investors are advised to exercise caution, as there is no certainty that any of these opportunities will be pursued or consummated.

Frequently Asked Questions

Dell is currently evaluating several strategic business opportunities. These include a potential public offering of DHI Group stock, a business combination involving Dell and VMware, and the conversion of Class V common stock into DHI Group common stock. They are also considering maintaining the current status quo.

No, Dell explicitly stated that the potential business opportunities being evaluated do not include the sale of Dell or VMware to a third party.

Dell has established a Special Committee composed of two independent directors. This committee is empowered to act solely in the interests of the Class V common stock holders. Any business opportunity that alters the terms of the Class V stock requires the unanimous approval of this Special Committee and an affirmative vote from a majority of the outstanding shares of Class V common stock held by unaffiliated shareholders.

Dell has not yet determined which, if any, of these potential business opportunities to pursue. There can be no assurance that any of these opportunities will be pursued, or that if pursued, they will be successfully consummated. Investors should not place undue reliance on these potential opportunities.