VMWARE, INC. (NYSE:VMW) Files An 8-K Other Events

VMWARE, INC. (NYSE:VMW) Files An 8-K Other Events

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On August14, 2017, VMware, Inc. (“VMware”) filed a registration statement on Form S-3 (No. 333-219940) (the “Registration Statement”) with the Securities and Exchange Commission for the registration of the debt securities, ClassA common stock, preferred stock, warrants, depositary shares, purchase contracts, guarantees and units of VMware. The Registration Statement and the prospectus contained within are collectively referred to as the “Prospectus.”

On August18, 2017, VMware filed a final prospectus supplement, dated August16, 2017, to the Prospectus, relating to the issuance of its 2.300% Senior Notes due 2020 in an aggregate principal amount of $1,250,000,000, 2.950% Senior Notes due 2022 in an aggregate principal amount of $1,500,000,000 and 3.900% Senior Notes due 2027 in an aggregate principal amount of $1,250,000,000 (collectively, the “notes”). The net proceeds from the sale of the notes are expected to be used (i)to fund a $1,000million incremental share repurchase program through August31, 2018, (ii) to repay all amounts due under two promissory notes in the aggregate principal amount of $1,230million that were issued to EMC Corporation (an affiliate of VMware) in connection with a note exchange agreement on January31, 2014 and (iii)for general corporate purposes, which may include pursuing various mergers and acquisitions and repaying other indebtedness.

VMware agreed to sell the notes to the Underwriting Agreement, dated as of August16, 2017 (the “Underwriting Agreement”), by and among VMware and Merrill Lynch, Pierce, Fenner& Smith Incorporated and J.P. Morgan Securities LLC, as the representatives for the several underwriters. A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. Some of the underwriters and their affiliates may engage in various financial advisory, investment banking and other commercial dealings in the ordinary course of business with VMware or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions. Certain of the underwriters or their affiliates are expected to be lenders or agents to VMware under the expected revolving credit facility VMware intends to enter into, and such underwriters or their affiliates may receive customary fees for those transactions. In addition, certain of the underwriters are holders of shares of VMware’s common stock, and proceeds of the notes may be used to repurchase shares of certain underwriters through the share repurchase program.

This Item 8.01 contains forward-looking statements including, among other things, statements regarding the share repurchase program. These forward-looking statements are subject to the safe harbor provisions created by the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those projected in the forward-looking statements as a result of certain risk factors, including (1)successful completion of the offering, (2)fluctuations and volatility in VMware’s stock price, (3)the impact of macroeconomic conditions on customer demand, (4)change in VMware’s financial condition, (5)changes in business opportunities and priorities that could cause VMware to consider alternative uses of cash, (6)fluctuations in the level of cash held in the United States that is available for stock repurchases and (7)the level of proceeds from employee stock option exercises and VMware’s employee stock purchase plan. These forward-looking statements are based on current expectations and are subject to uncertainties and changes in condition, significance, value and effect as well as other risks detailed in documents filed with the Securities and Exchange Commission, including VMware’s most recent reports on Form 10-K and Form 10-Q and current reports on Form 8-K that VMware may file from time to time, which could cause actual results to vary from expectations. VMware assumes no obligation to, and does not currently intend to, update any such forward-looking statements after the date of this release.


(d) Exhibits.

1.1 Underwriting Agreement, dated August16, 2017 by and between VMware, Inc. and Merrill Lynch, Pierce, Fenner& Smith Incorporated and J.P. Morgan Securities LLC, as representatives for the several underwriters

VMWARE, INC. Exhibit
EX-1.1 2 d445296dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 $4,…
To view the full exhibit click here


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.

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