8-K/AMaterial AgreementsExhibits & Filings

Dell Technologies Inc. 8-K/A Report, Material Agreement (Nov 15, 2018)

Filed November 15, 2018For Securities:DELL

Summary

This filing is an amendment (8-K/A) to a previous 8-K, primarily to include exhibits related to material definitive agreements. The key information revolves around Dell Technologies Inc.'s ("Dell" or the "Company") proposed transaction, specifically concerning financing arrangements and agreements with significant investors and VMware. Investors should note the commitment letter for debt financing from a syndicate of major banks, which is crucial for the execution of the proposed transaction. Additionally, the filing details voting and support agreements with key shareholders like Elliott Associates, Dodge & Cox, Mason Capital, and Canyon Capital, indicating their commitment to the transaction. A waiver from VMware is also noted, which is significant given VMware's relationship and potential impact on the transaction's structure and Dell's future.

Key Highlights

  • 1Dell Technologies Inc. filed an 8-K/A amendment to include exhibits for material agreements related to a proposed transaction.
  • 2A commitment letter for debt financing, dated November 14, 2018, was entered into with a syndicate of prominent financial institutions, indicating secured funding for the transaction.
  • 3Voting and Support Agreements were executed with significant investors: Elliott Associates L.P., Elliott International L.P., Dodge & Cox, Mason Capital Master Fund, LP, and Canyon Capital Advisors, LLC.
  • 4These agreements signify support from key shareholders for the proposed transaction, which is vital for obtaining necessary approvals.
  • 5A waiver was obtained from VMware, Inc., dated November 14, 2018, which is a key regulatory or contractual step for the transaction.
  • 6The filing references an effective registration statement on Form S-4 (File No. 333-226618) and a definitive proxy statement/prospectus mailed to shareholders on or about October 23, 2018, containing important details about the transaction.
  • 7The transaction involves the potential conversion of Class V common stock into Class C common stock or cash.

Frequently Asked Questions

This filing is an amendment to a previous 8-K report. Its main purpose is to provide the exhibits that were referenced in the original filing, specifically detailing the Commitment Letter for Debt Financing and Investor Voting and Support Agreements, as well as a waiver from VMware, all of which are material to Dell's proposed transaction.

The commitment letter for debt financing involves a large syndicate of prominent financial institutions, including Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Bank PLC, Citigroup Global Markets Inc., Citibank, N.A., Credit Suisse AG, Goldman Sachs Bank, USA, JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc., Deutsche Bank AG, and Royal Bank of Canada, among others.

The Voting and Support Agreements demonstrate that major shareholders, including Elliott Associates, Dodge & Cox, Mason Capital, and Canyon Capital, have committed to supporting Dell's proposed transaction. This is crucial as it helps ensure the necessary shareholder approvals are obtained for the deal to proceed.

VMware, Inc. is a key entity in this transaction. The waiver from VMware suggests that there were potential contractual or regulatory hurdles related to VMware that needed to be addressed for the transaction to move forward. Obtaining this waiver is a necessary step to clear the path for the proposed deal structure.