Five years after Texas technology company Dell went private, Dell Technologies announced it would once again go public, in an unusual transaction that has already provided work for five firms.
On July 2, Dell Technologies announced an agreement with its special committee of independent directors to exchange Dell Technologies Class V tracking stock, issued in connection with Dell’s acquisition two years ago of data storage company EMC, to shareholders in return for Dell Technologies Class C common stock or for cash.
Based on the offer of $109 in cash for each tracking share, the market capitalization for the Class V tracking stock is $21.7 billion.
Simpson Thacher & Bartlett represents Dell Technologies and portfolio company Silver Lake Partners; Latham & Watkins represents the special committee of independent directors of the board of directors of Dell Technologies; Wachtell, Lipton, Rosen & Katz is advising Michael Dell and MSD Partners, an investment adviser to Michael Dell and his family; Morrison & Foerster represents VMware, a subsidiary of Dell Technologies; and Gibson, Dunn & Crutcher is advising the special committee of independent directors of the board of directors of VMware.
The stock at issue tracks the stock of VMware, which Dell acquired in the EMC deal.
The transaction is expected to close during the fourth quarter.
The Simpson Thacher team includes M&A partners Richard Capelouto of Palo Alto and Benjamin Schaye of New York; capital markets partners Andrew Keller, Kenneth Wallach and Hui Lin, all of New York, and Daniel Webb of Palo Alto; credit partners Jennifer Hobbs and Adam Shapiro, both of New York; funds partner Jonathan Karen of New York; tax partner Katharine Moir of Palo Alto; and executive compensation and employee benefits partner Tristan Brown of Palo Alto.
At Latham, the lawyers representing the special committee for the board of directors of Dell Technologies include Chicago corporate partners Mark Gerstein, Bradley Faris and Cathy Birkeland, and Orange County partner Michele Johnson, who advised on compliance matters.
The Wachtell team for Michael Dell and MSD Partners, all in New York, includes corporate partners Steven Rosenblum and Gordon Moodie; antitrust partner Joseph Larson, and tax partner T. Eiko Stange.
The Morrison & Foerster lawyers representing VMware are led by corporate partner Rob Townsend of San Francisco, along with corporate partners Michael O’Bryan and Brandon Parris.
The Gibson Dunn team for the VMware special committee includes M&A partner Barbara Becker of New York and corporate partner Saee Muzumdar of New York.