VMWARE, INC. (NYSE:VMW) Files An 8-K Other EventsItem 8.01 Other Events.
On August14, 2017, VMware, Inc. (“VMware”) issued a press release announcing the commencement of an offering of senior notes (the “notes”).
VMware intends to use the net proceeds from the offering of the notes to (i)repay promissory notes in the aggregate principal amount of $1.23 billion, which were issued to EMC Corporation (“EMC”) (an affiliate of VMware) in connection with a note exchange agreement on January21, 2014 and (ii)to fund the additional purchase of up to $1.0 billion of its ClassA common stock over the next 12 months, to a stock repurchase program authorized by VMware’s board of directors. VMware intends to use the remaining proceeds for general corporate purposes, which may include pursuing various mergers and acquisitions and repaying other indebtedness. VMware has no plans for issuing a dividend. The stock repurchase authorization is conditioned on the consummation of the offering of the senior notes.
VMware has agreed to pay EMC (i)in respect of the promissory note due 2018, 50% of the aggregate principal amount of the note then outstanding, plus accrued and unpaid interest and (ii)in respect of the promissory note due 2020, 99% of the aggregate principal amount of the note then outstanding, plus accrued and unpaid interest. Upon payment of such amounts, the promissory notes will be paid and discharged and of no further force or effect, and all of VMware’s obligations thereunder will be terminated.
VMware also announced an increase in VMware’s stock repurchase authorization of $1 billion. The authorization is in addition to the Company’s ongoing $1.2 billion stock repurchase program for fiscal 2018, originally announced in January 2017, of which $0.9 billion remains available for purchase. Stock will be purchased from time to time, in the open market or through private transactions, subject to market conditions. The timing of any repurchase and the actual number of shares repurchased will depend on a variety of factors, including VMware’s stock price, corporate and regulatory requirements and other market and economic conditions.
This Item 8.01 contains forward-looking statements including, among other things, statements regarding the proposed offering, the use of proceeds and the stock 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)changes 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.
Item 8.01 Financial Statements and Exhibits.
(d) Exhibits
99.1Press release of VMware, Inc. dated August14, 2017
VMWARE, INC. ExhibitEX-99.1 2 d430491dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 VMware Announces Offering of Senior Notes Proceeds will be used in part to fund an additional $1 billion stock repurchase program PALO ALTO,…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.
