Dell Technologies Inc. (NYSE:DELL) entered into separation agreement to spin-off of 80.6% stake in VMware, Inc. (NYSE:VMW) for $52.2 billion on April 14, 2021. Under the terms of the transaction, Dell Technologies shareholders will receive approximately 0.44 shares of VMware for each share of Dell Technologies that they hold. The final ratio is subject to incremental dilution prior to the transaction close. As of October 29, 2021, Dell Technologies announces the final distribution ratio for the special dividend of its shares of VMware, Inc. Class A common stock and Class B common stock to Dell Technologies stockholders is .440626. Dell Technologies stockholders will provide special stock dividend of all its shares of Class A and Class B common stock of VMware, Inc. Each share of VMware Class B common stock will be converted into one share of VMware Class A common stock in connection with the distribution and prior to the receipt by Dell Technologies stockholders of such shares. The transaction will result in two standalone companies positioned for growth in the data era. Post-completion, Dell Chief Executive Officer, Michael Dell and private equity partner Silver Lake Partners will retain a majority stake in VMware. Michael Dell is set to become VMware's biggest shareholder following the spin-off by owning approximately 42% of VMware. Upon completion of the spin-off, Michael Dell will remain as Chairman and Chief Executive Officer of Dell Technologies, as well as Chairman of the VMware board. Zane Rowe will remain interim Chief Executive Officer of VMware, and the VMware Board of Directors will remain unchanged. VMware's technologist Raghu Raghuram will take over as Chief Executive Officer next week. On November 1, 2021, VMware, Inc. confirmed that the per share dividend amount for VMware's $11.5 billion conditional special cash dividend payable pro-rata to all VMware stockholders as of the close of business on October 29, 2021, will be $27.40 per share. As previously announced, the payment date for the Special Dividend is November 1, 2021, subject to satisfaction of the closing conditions contained in the Separation and Distribution Agreement.

The transaction is subject to certain conditions, including receipt of a favorable IRS private letter ruling and an opinion that the transaction will qualify as generally tax-free for Dell Technologies shareholders for U.S. federal income tax purposes, receipt of favorable opinion of tax advisor, payment of dividend and listing of distributed shares of VMware, Inc. The VMware Board has approved a deal that gives a $12 billion cash dividend. As of September 8, 2021, VMware Appoints Kit Colbert as Chief Technology Officer. Dell's goal with the spin-off is to simplify its capital structures, help Dell achieve investment-grade credit rating and provide Dell with funding to reduce its core debt stemming from its $67 billion acquisition of EMC in 2016. Board of Directors of Dell Technologies approved the transaction. The transaction is expected to close during the fourth quarter of calendar 2021. Transaction is expected to close in early November 2021. As of October 19, 2021, October 29, 2021, is set as record date. Expected closing is set to November 1, 2021.

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, Kenneth Wallach, Bill Hinman, Hui Lin, William Golden, Eva Kang, Jessica Asrat and Evan Zuckerman, Jennifer Hobbs, Jennifer Levitt, Catherine Burns, Lori Lesser, Genevieve Dorment, Amber Harezlak, Melanie Jolson and Samuel Watters, Andrew Purcell, Tyler Robbins, Abigail Hopper and Scott Grundei, Bradley Goldberg, Jennifer Nadborny, Tristan Brown, Patricia Adams, Jonathan Lindabury, Rajib Chanda, Krista McManus, Steven DeLott, Adeeb Fadil, Sara Razi, Kelly Karapetyan, James Logie, Daniel Owsley and Jennie Getsin of Simpson Thacher & Bartlett LLP and Steven A. Rosenblum and Gordon S. Moodie of Wachtell, Lipton, Rosen & Katz acted as legal advisors of Dell Technologies Inc. Barbara L. Becker, Saee Muzumdar, Andrew L. Fabens and Andrew Kaplan of Gibson, Dunn & Crutcher LLP acted as legal advisors to VMware, Inc. BofA Securities and Morgan Stanley (NYSE:MS) acted as the financial advisors to Dell Technologies.

Dell Technologies Inc. (NYSE:DELL) completed spin-off of 80.6% stake in VMware, Inc. (NYSE:VMW) on November 1, 2021.