8-KOther EventsExhibits & Filings

Dell Technologies Inc. 8-K Report, Corporate Update (Nov 26, 2018)

Filed November 26, 2018For Securities:DELL

Summary

Dell Technologies Inc. (DELL) filed an 8-K on November 26, 2018, to provide investors with an update on the previously announced Class V transaction, which involves a merger with its subsidiary, Merger Sub. This filing primarily supplements the definitive proxy statement/prospectus dated October 19, 2018, and includes an updated election form for Class V stockholders, a revised fairness opinion from Evercore Group L.L.C., and amended stockholders agreements that will become effective upon the transaction's completion. These updates are crucial for shareholders as they prepare to vote at the December 11, 2018 special meeting. The supplement to the proxy statement/prospectus, which is expected to be mailed to stockholders around November 26, 2018, provides essential information regarding the revised terms of the Class V transaction. This includes adjustments to the consideration offered, an increased maximum aggregate cash consideration, and a new election deadline for Class V stockholders. Investors are strongly advised to review these documents carefully, as they contain important details concerning the proposed merger and its implications for their investment. The filing also reiterates the importance of the Form S-4 registration statement and encourages investors to consult it for comprehensive information.

Key Highlights

  • 1Dell Technologies filed an 8-K on November 26, 2018, providing an update to the Class V transaction and its merger with Merger Sub.
  • 2A supplement to the definitive proxy statement/prospectus (dated October 19, 2018) has been filed with the SEC, containing crucial updates for the upcoming December 11, 2018 special stockholder meeting.
  • 3The supplement includes an updated election form for Class V common stock holders, reflecting revised transaction consideration, increased maximum aggregate cash consideration, and a new election deadline.
  • 4Evercore Group L.L.C. has rendered a revised fairness opinion to the special committee of the board of directors, which is included in the supplemental filing.
  • 5Amended and restated stockholders agreements are detailed, including termination of the existing Sponsor Stockholders Agreement and new agreements for MD Stockholders, MSD Partners Stockholders, and SLP Stockholders, effective upon transaction completion.
  • 6The filing emphasizes that the proxy statement/prospectus, along with the supplement, constitutes important information for investors regarding the Class V transaction and urges them to review these documents thoroughly.

Frequently Asked Questions

The main purpose of this 8-K filing is to provide shareholders with an update on the Class V transaction, specifically by supplementing the previously filed proxy statement/prospectus with revised terms, an updated election form, a revised fairness opinion, and new stockholder agreements. This information is critical for shareholders ahead of the December 11, 2018 special meeting where they will vote on the transaction.

The filing indicates that the Amendment to the Merger Agreement reflects previously reported increases to the consideration for the Class V transaction. Specifically, there is an increased maximum aggregate cash consideration, and a new election deadline for Class V stockholders. Investors should refer to the supplement to the proxy statement/prospectus for precise details on these revised terms.

Evercore Group L.L.C. is an independent financial advisory firm that provided a fairness opinion to Dell Technologies' special committee of the board of directors. Their revised fairness opinion, included in the supplemental filing, offers an updated assessment of whether the terms of the Class V transaction are fair from a financial point of view to the company's stockholders, providing an important independent perspective for investor decision-making.

The filing outlines the termination of the existing Sponsor Stockholders Agreement and the entry into new, separate stockholders agreements: the MD Stockholders Agreement, the MSD Partners Stockholders Agreement, and the SLP Stockholders Agreement. These agreements, which will be effective upon the completion of the Class V transaction, govern the relationships and rights of key stockholders, including Michael S. Dell and Silver Lake Partners, with the company and are detailed in the supplemental filing.