Denali Holding Inc. entered into a non binding letter to acquire EMC Corporation (NYSE:EMC) for $64 billion on July 15, 2015. The consideration would consist of $24.69 per share in cash and $8.36 per share in non-voting tracking stock, which tracking stock would be linked to up to 60% of EMC’s economic interest in VMware. Denali Holding Inc. entered into a non binding letter to acquire EMC Corporation (NYSE:EMC) for $64 billion on September 1, 2015. The proposed per share consideration would consist of $24.92 per share in cash and $8.13 per share in non-voting tracking stock. Denali Holding Inc. entered into an agreement to acquire EMC Corporation (NYSE:EMC) for approximately $66.7 billion on October 12, 2015. EMC shareholders will receive $24.05 per share in cash in addition to tracking stock linked to a portion of EMC’s economic interest in the VMware business. EMC shareholders are expected to receive approximately 0.111 shares of new tracking stock for each EMC share. Michael S. Dell and related stockholders will own approximately 70% of EMC’s common equity, excluding the tracking stock, similar to their pre-transaction ownership. The transaction is expected to be financed through a combination of new common equity from Michael S. Dell, MSD Partners, Silver Lake and Temasek, the issuance of tracking stock, as well as new debt financing and cash on hand. In connection with the financing of the transaction and prior to or at the time of its closing, Dell expects to redeem any outstanding 5.625% Senior First Lien Notes due 2020. EMC would pay $2.5 billion if the transaction is terminated for a "superior proposal" before December 12, 2015. Denali will be paid a termination fee of $2.5 billion. Denali will pay EMC a termination fee of $4 billion and in certain instances, an alternative termination fee of $6 billion. The transaction has a 60-day 'go-shop' provision. Denali Holding Inc has obtained committed equity financing for up to $4.25 billion in the aggregate to be provided Michael Dell, MSDC Denali Investors LP, MSDC Denali EIV LLC, Silver Lake Partners and Temasek and debt financing commitments for up to $49.5 billion in the aggregate from Credit Suisse, J.P. Morgan, Barclays, BofA Merrill Lynch, Citi, Credit Suisse, Deutsche Bank Securities Inc., affiliates of Goldman, Sachs & Co. and RBC Capital Markets, for the purpose of financing the Merger and refinancing certain existing indebtedness. Following completion of the transaction, Michael S. Dell will lead the combined company as Chairman and Chief Executive Officer. Joe Tucci will continue as Chairman and Chief Executive Officer of EMC until the transaction closes. Howard Elias, President and Chief Operating Officer of EMC will be President of Dell's Services Division. Dell’s headquarters will remain in Round Rock and headquarters of the business will be located in Hopkinton. The EMC Board of Directors unanimously approved agreement. The transaction is subject to customary conditions, including receipt of required regulatory, EMC stockholder approvals, effectiveness of the registration statement to be filed with the Securities and Exchange Commission, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, receipt by each party of an opinion of counsel and listing of the Class V Common Stock on either the New York Stock Exchange or NASDAQ. The transaction is expected to close in the second or third quarter of Dell’s fiscal year ending February 3, 2017. The transaction is scheduled to close by end-August 2016. The transaction is expected to have a neutral to positive impact on Dell’s current corporate credit ratings. As of December 12, 2015, EMC Corporation announced the expiration of the "go shop" period. As on December 14, 2015, a joint venture between VMware Inc. and Virtustream that was supposed to be part of the acquisition of EMC Corp. has been dumped. As of February 12, 2016, it was announced that the commitment deadline on $10 billion of pro rata loans in $45 billion financing package has been extended due to a slow order book. As of February 23, 2016, the deal received expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. As of February 29, 2016, the deal has received unconditional clearance from European Commission. The transaction remains subject to approval by EMC's shareholders, regulatory clearance in certain other jurisdictions and other customary closing conditions. As of April 7, 2016, the transaction was approved by Brazilian antitrust authority (CADE). As on June 1, 2016, $20 billion notes offering is complete which will be partly used to fund the deal. On July 19, 2016, EMC Corporation shareholders approved the transaction. The transaction is expected to close on September 7, 2016. As of August 31, 2016, the deal got approval from China's Ministry of Commerce. Morgan Stanley & CO LLC is acting as lead financial advisor and fairness opinion provider to EMC and provided a fairness opinion to EMC’s Board of Directors. Evercore Partners also provided a fairness opinion to EMC’s Board of Directors, and Needham and Company provided financial assistance to EMC. Margaret A. Brown, Cliff Gross, Gregg A. Noel, Jonathan B. Ko, K. Kristine Dunn, Peter A. Atkins and Thomas J. Dougherty and Laura P. Knoll of Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisors to EMC. J.P. Morgan is acting as lead financial advisor to Dell and Silver Lake. Credit Suisse and J.P. Morgan are acting as global financing coordinators. Barclays, BofA Merrill Lynch, Citi, Credit Suisse, Deutsche Bank Securities Inc., affiliates of Goldman, Sachs & Co., J.P. Morgan, and RBC Capital Markets are acting as financial advisors and are providing debt financing to Denali. Richard Capelouto, Christopher R. May and Atif I. Azher, Jim Cross, Nakita Cuttino, Aditi Sherikar, Tyler Cox, Mark Schultz, Daniel Saposnik, Jennifer Hobbs, Jennifer Levitt, Adam Shapiro, Taylor Smith and Mimi Cheng (Credit); Andy Keller, Kenneth Wallach, Daniel Webb, Hui Lin, Kim de Glossop, Alexander Coedo, Lowell Battles, Katharine Thompson, Katharine Moir, Jason Vollbracht, Jordan Tamchin, Judy Yan, Noah Metz, Larry Moss, Tristan Brown, Linda Barrett, Leah Segall, Jeffrey Ostrow, Marcela Robledo, Michelle Morad, Amber Harezlak, Brad Goldberg, Joia Lee, Adeeb Fadil, Louise Kruger and Mark Chorazak of Simpson Thacher & Bartlett LLP is acting as legal advisor to Denali and Silver Lake. Steven A. Rosenblum and Gordon S. Moodie of Wachtell, Lipton, Rosen & Katz acted as legal advisors to Michael S. Dell and MSD Partners. Jeffrey J. Rosen, Jonathan E. Levitsky, Gary M. Friedman and Adam Hankiss of Debevoise & Plimpton LLP acted as legal advisors to Evercore. Paul Shim, Meme Peponis, Jason Factor, Paul Marquardt and Len Jacoby of Cleary Gottlieb acted as legal advisors for Temasek. Centerview Partners LLC acted as financial advisor for Dell. Ken Moelis of Moelis & Company LLC acted as financial advisor for Dell. Michael Aiello, Sachin Kohli and Jesse Sacks of Weil Gotshal & Manges acted as legal advisors for Morgan Stanley. Wilson Sonsini Goodrich & Rosati acted as legal advisor to Dell. Lazard Ltd. acted as financial advisor for the transaction. Denali Holding Inc. completed the acquisition of EMC Corporation (NYSE:EMC) on September 7, 2016.