VMWARE, INC. (NYSE:VMW) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On August23, 2017, VMware, Inc. (“VMware”) entered into Purchase Commitment Supplement No.2 (“Supplement No.”) under the Stock Purchase Agreement dated as of March29, 2017 (the “Agreement”) with its controlling stockholder, Dell Technologies Inc. (“Dell”), and Dell’s wholly-owned subsidiary, EMC Equity Assets LLC (“EMC”), under which VMware has agreed to purchase an additional $300million (the “Purchase Amount”) of VMware ClassA Common Stock (the “Shares”) that are currently held by EMC.
to Supplement No.2:
| • | The purchase price per Share (the “Purchase Price”) will be fixed at a 3.5% discount to a volume-weighted average stock price of VMware’s ClassA Common Stock (“VWAP”) based on trading on the New York Stock Exchange during a reference period, which VWAP will be no more than 25% higher or 25% lower than the closing price per share on September11, 2017. |
| • | At an initial closing expected to occur on September14, 2017, which is subject to customary closing conditions, VMware will deliver the Purchase Amount to EMC in exchange for an initial delivery of Shares. |
| • | A final closing, which is subject to customary closing conditions, is expected to occur three business days following the end of the reference period. |
| • | At the final closing, EMC will deliver to VMware a number of Shares necessary to true-up the total number of Shares being purchased (the “True-Up Amount”). The True-Up Amount will be $300million divided by the Purchase Price minus the number of Shares delivered at the initial closing. |
Supplement No.2 and the terms of the transaction were approved by the Related Persons Transactions Committee of VMware’s Board of Directors. The $300million Purchase Amount is being repurchased to VMware’s previously disclosed stock repurchase authorizations.
The foregoing descriptions of Supplement No.2 and the Agreement do not purport to be complete and are qualified in their entirety by the full text of Supplement No.2 and the Agreement, copies of which are filed as Exhibit 99.1 hereto and Exhibit 10.1 to the Current Report on Form 8-K filed by VMware with the Securities and Exchange Commission on March30, 2017, respectively, and each is incorporated by reference herein.
Item 1.01 Results of Operations and Financial Condition.
On August24, 2017, VMware issued a press release announcing its financial results for the quarter ended August4, 2017. The press release, which includes information regarding VMware’s use of non-GAAP financial measures, is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
The information in this Item 1.01 and Exhibit 99.2 attached hereto shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.
Item 1.01 Financial Statements and Exhibits.
(d) Exhibits
| 10.1 | Stock Purchase Agreement, dated as of March29, 2017, by and among Dell Technologies Inc., EMC Equity Assets LLC and VMware, Inc. (incorporated by reference to the VMware, Inc. Current Report on Form 8-K filed on March30, 2017) |
| 99.1 | Purchase Commitment Supplement No.2, dated as of August23, 2017, by and among Dell Technologies Inc., EMC Equity Assets LLC and VMware, Inc. |
| 99.2 | Press release of VMware, Inc. dated August24, 2017 |
VMWARE, INC. ExhibitEX-99.1 2 d446853dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Annex I Purchase Commitment Supplement No. 2 This Purchase Commitment Supplement No. 2 (this “Supplement”) is dated,…To view the full exhibit click here
About VMWARE, INC. (NYSE:VMW)
VMware, Inc. is a provider of virtualization infrastructure solutions and cloud infrastructure solutions. The Company develops and markets its product and service offerings within three product groups, which include software-defined data center (SDDC), hybrid cloud computing and end-user computing (EUC). Its compute virtualization includes offerings that allow organizations to manage Information technology (IT) resources across private clouds and complex multi-cloud, and multi-device environments. Its SDDC is designed to transform the data center into an on-demand service. Its cloud strategy has three components, which include continue to expand beyond compute virtualization in the private cloud, extend the private cloud into the public cloud, and connect and secure endpoints across a range of public clouds. Its End-User Computing portfolio enables IT organizations to deliver secure access to applications, data and devices for their end users.
