Simpson Thacher is representing Dell Technologies Inc. (NYSE: DELL) in connection with the announced agreement to spin-off its 81% equity ownership interest in VMware, Inc. (NYSE: VMW). The terms include a significant simplification to the corporate ownership structure of VMware and an $11.5 billion to $12 billion special cash dividend to be paid to all VMware stockholders immediately prior to the spin-off, subject to certain conditions. Dell Technologies stockholders will receive a pro-rata distribution of VMware shares held by Dell Technologies, and Michael Dell and Silver Lake Partners will own direct interests in VMware. The transaction, which will result in two standalone companies, is expected to close during the fourth quarter of calendar 2021, subject to certain conditions.
Dell Technologies helps organizations and individuals build their digital future and transform how they work, live and play. Dell Technologies provides customers with the industry’s broadest and most innovative technology and services portfolio for the data era.
VMware software powers the world’s complex digital infrastructure. The company’s cloud, app modernization, networking, security, and digital workspace offerings help customers deliver any application on any cloud across any device.
The Simpson Thacher team includes Atif Azher, Bill Dougherty, Naveed Anwar, Mark Myott, Usman Arain, Mark Underwood, David Wuchenich, Paul Clatterbuck, Jacob Gindt, Essie (Aseda) Ghartey-Tagoe and Jessica Mason (M&A); Kenneth Wallach, Bill Hinman, Hui Lin, William Golden, Eva Kang, Jessica Asrat and Evan Zuckerman (Capital Markets); Jennifer Hobbs, Jennifer Levitt and Catherine Burns (Banking and Credit); Lori Lesser, Genevieve Dorment, Amber Harezlak, Melanie Jolson and Samuel Watters (Intellectual Property); Andrew Purcell, Tyler Robbins, Abigail Hopper and Scott Grundei (Tax); Jennifer Nadborny (PCAP); Tristan Brown and Patricia Adams (ECEB); Jonathan Lindabury (Derivatives); Rajib Chanda (Registered Funds); Krista McManus (Real Estate); Steven DeLott (Insurance); Adeeb Fadil (Environmental); Sara Razi, Kelly Karapetyan, James Logie and Daniel Owsley (Antitrust); and Jennie Getsin (Blue Sky).