Dell Technologies announced that it is going public again about five years after going private. The transaction will involve exchanging class V tracking stock for VMware with Class C common stock or cash. In the industry, this is big news for a few reasons. The actual exchange of shares is big news for investors. For the company, going public again also means that it will face greater disclosure requirements handing the tech industry greater insight into what is going on at the enormous technology provider.
Going public also increases Dell Technologies’ ability to pay down debt from the go-private transaction by accessing the capital markets. Michael Dell owns 72% of the company while a private equity firm Silver Lake owns 24%. Dell Technologies will still own 81% of VMware common stock after the transaction yet VMware will continue to be a separate publicly traded company.
Excerpts from the Press Release
You can find the official press release here. We wanted to extract a few key items from the press release for our readers:
- Dell Technologies to offer a new class of publicly listed common stock following completion of proposed exchange of Dell Technologies Class V tracking stock for Dell Technologies Class C common stock
- The Class V stockholders will have the option to elect $109 in cash consideration per Class V share, up to $9 billion in aggregate, which represents a 29% premium to the Class V closing share price immediately prior to announcement
- $109 in value per share implies a total market capitalization of $21.7 billion for the Class V stockholders
- VMware’s board of directors, on the recommendation of a special committee of its directors, has voted to declare an $11 billion cash dividend pro rata to all VMware stockholders contingent on satisfaction of the other conditions to the completion of the transaction. Dell Technologies’ share of such dividend will be approximately $9 billion. Pro forma for the transaction, DVMT stockholders will own 20.8%-31.0% of Dell Technologies, depending on cash election amounts
- The Special Committee of Dell Independent Directors recommends the transaction following extensive independent review; the transaction is subject to stockholder approval by holders of the Class V shares
- Transaction simplifies capital structure and positions Dell Technologies to build on its growing strategic and financial strength
- VMware maintains its independence as a separate publicly traded company while Dell Technologies will continue to own 81% of VMware common stock
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Dell Technologies is experiencing strong positive momentum across its businesses after a period of strong revenue growth, earnings, cash flow and accelerated debt pay-down. In the most recent quarter, the company generated revenue of $21.4 billion, a 19% increase year-over-year, net loss decreased 55% to $0.5 billion and the company generated $2.4 billion of adjusted EBITDA, a 33% increase year-over-year. Over the trailing twelve-month period Dell Technologies generated $82.4 billion of revenue with a net loss of $2.3 billion and cash flow from operations of $7.7 billion. Over the same period, Dell generated $83.5 billion of non-GAAP revenue, $4.8 billion of non-GAAP net income and $9.7 billion of adjusted EBITDA. Dell Technologies has maintained a disciplined pace of deleveraging, having paid down $13 billion of gross debt since its merger with EMC in September 2016.
Silver Lake, which partnered with Michael Dell in 2013 to execute the largest privatization in the history of the technology industry, currently owns 24% of Dell Technologies’ common shares and as part of this transaction will maintain the entirety of its investment in the company.
Again, you can find the official press release here.
