UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 13e-4)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
DELL
TECHNOLOGIES INC.
(Name of Subject Company (issuer) and Filing Person (offeror))
Class C Common Stock, $0.01 par value
(Title of Class of Securities)
N/A
(CUSIP Number of
Class of Securities)
Richard J. Rothberg, Esq.
Senior Vice President, General Counsel and Secretary
One Dell Way
Round Rock,
Texas 78682
Telephone: (512) 728-7800
(Name, address and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
Copies to:
Tristan M.
Brown
Daniel N. Webb
Simpson, Thacher & Bartlett LLP
2475 Hanover Street
Palo
Alto, California 94304
Telephone: (650) 251-5000
Facsimile: (650) 251-5002
CALCULATION
OF FILING FEE
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Transaction valuation*
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Amount of filing fee**
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$19,601,615.00
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$1,973.88
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*
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Calculated solely for purposes of determining the filing fee. Calculated as the aggregate maximum purchase price for the shares of Class C Common Stock, $0.01 par value per share, of Dell Technologies Inc. offered to be
purchased, based on a price per share of $27.50.
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**
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The amount of the filing fee, calculated in accordance with the Securities Exchange Act of 1934, as amended, equals $100.70 for each $1,000,000 of the value of this transaction.
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¨
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
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Amount Previously Paid: Not applicable.
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Filing Party: Not applicable.
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Form or Registration No.: Not applicable.
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Date Filed: Not applicable.
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¨
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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¨
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third-party tender offer subject to Rule 14d-1.
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x
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issuer tender offer subject to Rule 13e-4.
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¨
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going-private transaction subject to Rule 13e-3.
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¨
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final
amendment reporting the results of the tender offer:
¨
This Tender Offer Statement on Schedule TO (the “Schedule TO”) relates to an offer by Dell Technologies
Inc., a Delaware corporation (“Dell” or the “Company”), to purchase for cash (the “Offer”) up to 712,786 shares of its Class C Common Stock, par value $0.01 per share, of the Company (the “Class C Common
Stock”) at a purchase price of $27.50 per share.
Holders of the Class C Common Stock may participate in the Offer upon the terms of, and subject to
the conditions set forth in the Offer to Purchase, dated September 14, 2016, attached hereto as Exhibit (a)(1)(A) (the “Offer to Purchase”) and in the related election notice (the “Election Notice”) attached hereto as Exhibit
(a)(1)(B). The foregoing documents, as they may be amended or supplemented from time to time, together constitute the “Offer.”
The
information in the Offer to Purchase and the related Election Notice, including all schedules and exhibits thereto, is incorporated herein by reference to answer the items required in this Schedule TO.
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Item 1.
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Summary Term Sheet.
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The information set forth in the Offer to Purchase under the captions
“Questions and Answers for Stockholders” and “Summary of Terms of the Offer” is incorporated herein by reference.
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Item 2.
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Subject Company Information.
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Dell Technologies Inc. is the issuer of the securities that are the subject of
the Offer. The principal office of the Company is One Dell Way, Round Rock, Texas 78682 and its telephone number at that address is (512) 728-7800.
This Schedule TO relates to an offer by the Company to purchase for cash any and all
outstanding shares of its Class C Common Stock. As of September 12, 2016, there were 18,509,379 shares of Class C Common Stock issued and outstanding.
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(c)
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Trading Market and Price.
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There is no established trading market for the Class C Common
Stock. The information set forth in the section of the Offer to Purchase under the caption “The Offer” titled “8. Price Range of Shares; Holders” is incorporated herein by reference.
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Item 3.
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Identity and Background of Filing Person.
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The filing person is the Company. The information set forth under Item 2(a)
above is incorporated herein by reference.
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Item 4.
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Terms of the Transaction.
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The information set forth in the sections of the Offer to Purchase under the
caption “The Offer” titled “1. Terms of the Offer”; “2. Procedures for Tendering Shares”; “3. Withdrawal Rights”; “4. Acceptance for Purchase and Payment for Shares”; “6. Extension of the Offer;
Termination; Amendments”; and “14. Material U.S. Federal Income Tax Consequences” is incorporated herein by reference.
The information set forth in the section of the Offer to Purchase under the caption
“The Offer” titled “11. Recent Transactions and Interests in Class C Common Stock” is incorporated herein by reference.
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Item 5.
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Past Contacts, Transactions, Negotiations and Arrangements.
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(e)
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Agreements Involving the Subject Company’s Securities.
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The information set forth in the
sections of the Offer to Purchase under the caption “The Offer” titled “11. Recent Transactions and Interests in Class C Common Stock” and “12. Arrangements Concerning the Shares” is incorporated herein by reference.
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Item 6.
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Purposes of the Transaction and Plans or Proposals.
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The information set forth in the Offer to Purchase under the caption “Background
and Purpose of the Offer” is incorporated herein by reference.
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(b)
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Use of Securities Acquired.
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The information set forth in the section of the Offer to Purchase
under the caption “The Offer” titled “7. Certain Effects of the Offer” is incorporated herein by reference.
The information set forth in the Offer to Purchase under the captions “Background
and Purpose of the Offer” and in the sections of the Offer to Purchase under the caption “The Offer” titled “7. Certain Effects of the Offer”; “9. Source and Amount of Funds”; “10. Certain Information
Concerning the Company”; “11. Recent Transactions and Interests in Class C Common Stock”; and “12. Arrangements Concerning the Shares” is incorporated herein by reference.
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Item 7.
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Source and Amount of Funds or Other Consideration.
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The information set forth in the section of the Offer to Purchase under the
caption “The Offer” titled “9. Source and Amount of Funds” is incorporated herein by reference.
Not applicable.
Not applicable.
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Item 8.
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Interest in Securities of the Subject Company.
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(a)
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Securities Ownership.
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The information set forth in the section of the Offer to Purchase under
the caption “The Offer” titled “11. Recent Transactions and Interests in Class C Common Stock” is incorporated herein by reference.
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(b)
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Securities Transactions.
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The information set forth in the sections of the Offer to Purchase
under the caption “The Offer” titled “11. Recent Transactions and Interests in Class C Common Stock” and “12. Arrangements Concerning the Shares” is incorporated herein by reference.
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Item 9.
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Person/Assets, Retained, Employed, Compensated or Used.
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(a)
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Solicitations or Recommendations.
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Not applicable.
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Item 10.
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Financial Statements.
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(a)
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Financial Information.
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Not applicable.
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(b)
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Pro Forma Information.
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Not applicable.
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Item 11.
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Additional Information.
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(a)
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Agreements, Regulatory Requirements and Legal Proceedings.
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The information set forth in the
sections of the Offer to Purchase under the caption “The Offer” titled “13. Legal Matters; Regulatory Approvals” is incorporated herein by reference.
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(c)
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Other Material Information.
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Not applicable.
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(a)(1)(A)
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Offer to Purchase, dated September 14, 2016.
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(a)(1)(B)
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Election Form.
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(a)(1)(C)
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Form of Email to Stockholders.
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(a)(1)(D)
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Form of Email to Stockholders (without transferable shares).
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(b)
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Not applicable.
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(d)(1)
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Fourth Amended and Restated Certificate of Incorporation of Dell Technologies Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-37867) filed with the Securities and
Exchange Commission (the “Commission”) on September 7, 2016.
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(d)(2)
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Amended and Restated Sponsor Stockholders Agreement, dated as of September 7, 2016, by and among Dell Technologies Inc., Denali Intermediate Inc., Dell Inc., Universal Acquisition Co., EMC Corporation, Denali Finance Corp., Dell
International L.L.C., Michael S. Dell, Susan Lieberman Dell Separate Property Trust, MSDC Denali Investors, L.P., MSDC Denali EIV, LLC, Silver Lake Partners III, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors III, L.P., Silver
Lake Technology Investors IV, L.P., SLP Denali Co-Invest, L.P. and the other stockholders named therein (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No. 001-37867) filed with the Commission on
September 9, 2016).
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(d)(3)
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Amended and Restated Management Stockholders Agreement, dated as of September 7, 2016, by and among Dell Technologies Inc., Michael S. Dell, Susan Lieberman Dell Separate Property Trust, MSDC Denali Investors, L.P., MSDC Denali
EIV, LLC, Silver Lake Partners III, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors III, L.P., Silver Lake Technology Investors IV, L.P., SLP Denali Co-Invest, L.P. and the Management Stockholders (as defined therein)
(incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K (File No. 001-37867) filed with the Commission on September 9, 2016).
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(d)(4)
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Amended and Restated Class A Stockholders Agreement, dated as of September 7, 2016, by and among Dell Technologies Inc., Michael S. Dell, Susan Lieberman Dell Separate Property Trust, MSDC Denali Investors, L.P., MSDC Denali EIV,
LLC, Silver Lake Partners III, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors III, L.P., Silver Lake Technology Investors IV, L.P., SLP Denali Co-Invest, L.P. and the New Class A Stockholders party thereto.
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(d)(5)
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Class C Stockholders Agreement, dated as of September 7, 2016, by and among Dell Technologies Inc., Michael S. Dell, Susan Lieberman Dell Separate Property Trust, MSDC Denali Investors, L.P., MSDC Denali EIV, LLC, Silver Lake
Partners III, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors III, L.P., Silver Lake Technology Investors IV, L.P., SLP Denali Co-Invest, L.P. and Venezio Investments Pte. Ltd.
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(d)(6)
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Amended and Restated Registration Rights Agreement, dated as of September 7, 2016, by and among Dell Technologies Inc., Michael S. Dell, Susan Lieberman Dell Separate Property Trust, MSDC Denali Investors, L.P., MSDC Denali EIV,
LLC, Silver Lake Partners III, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors III, L.P., Silver Lake Technology Investors IV, L.P., SLP Denali Co-Invest, L.P., Venezio Investments Pte. Ltd. and the Management Stockholders (as
defined therein) (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K (File No. 001-37867) filed with the Commission on September 9, 2016).
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(d)(7)
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Common Stock Purchase Agreement, dated as of October 12, 2015, by and between Dell Technologies Inc. (f/k/a Denali Holding Inc.) and Venezio Investments Pte. Ltd.
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(d)(8)
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Dell Technologies Inc. 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K (File No. 001-37867) filed with the Commission on September 9, 2016).
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(d)(9)
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Compensation Program for Independent Non-Employee Directors (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K (File No. 001-37867) filed with the Commission on September 9,
2016).
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(d)(10)
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Stock Option Agreement, dated as of November 25, 2013, between Michael S. Dell and Denali Holding Inc. for grant to Michael S. Dell under the Denali Holding Inc. 2013 Stock Incentive Plan (incorporated by reference to Exhibit
10.8 of the Company’s Registration Statement on Form S-4, as amended (File No. 333-208524) filed with the Commission on June 6, 2016).
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(d)(11)
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Form of Stock Option Agreement (Non-Employee Directors, Annual Grant) (incorporated by reference to Exhibit 4.11 of the Company’s Registration Statement on Form S-8 (File No. 333-213515) filed with the Commission on
September 6, 2016).
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(d)(12)
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Form of Stock Option Agreement (Non-Employee Directors, Sign-On Grant) (incorporated by reference to Exhibit 4.12 of the Company’s Registration Statement on Form S-8 (File No. 333-213515) filed with the Commission on
September 6, 2016).
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(d)(13)
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Form of Stock Option Agreement (Rollover Option — ELT Members) (incorporated by reference to Exhibit 4.13 of the Company’s Registration Statement on Form S-8 (File No. 333-213515) filed with the Commission on
September 6, 2016).
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(g)
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Not applicable.
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(h)
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Not applicable.
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Item 13.
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Information Required by Schedule 13E-3.
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Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete
and correct.
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DELL TECHNOLOGIES INC.
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Date: September 14, 2016
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/s/ Richard J. Rothberg
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Richard J. Rothberg
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Senior Vice President, General Counsel and Secretary
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INDEX TO EXHIBITS
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Exhibit
Number
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Description
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(a)(1)(A)
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Offer to Purchase, dated September 14, 2016.
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(a)(1)(B)
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Election Form.
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(a)(1)(C)
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Form of Email to Stockholders.
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(a)(1)(D)
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Form of Email to Stockholders (without transferable shares).
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(b)
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Not applicable.
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(d)(1)
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Fourth Amended and Restated Certificate of Incorporation of Dell Technologies Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-37867) filed with the Securities and
Exchange Commission (the “Commission”) on September 7, 2016.
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(d)(2)
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Amended and Restated Sponsor Stockholders Agreement, dated as of September 7, 2016, by and among Dell Technologies Inc., Denali Intermediate Inc., Dell Inc., Universal Acquisition Co., EMC Corporation, Denali Finance Corp., Dell
International L.L.C., Michael S. Dell, Susan Lieberman Dell Separate Property Trust, MSDC Denali Investors, L.P., MSDC Denali EIV, LLC, Silver Lake Partners III, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors III, L.P., Silver
Lake Technology Investors IV, L.P., SLP Denali Co-Invest, L.P. and the other stockholders named therein (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on
Form 8-K
(File
No. 001-37867) filed with the Commission on September 9, 2016).
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(d)(3)
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Amended and Restated Management Stockholders Agreement, dated as of September 7, 2016, by and among Dell Technologies Inc., Michael S. Dell, Susan Lieberman Dell Separate Property Trust, MSDC Denali Investors, L.P., MSDC Denali EIV,
LLC, Silver Lake Partners III, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors III, L.P., Silver Lake Technology Investors IV, L.P., SLP Denali Co-Invest, L.P. and the Management Stockholders (as defined therein) (incorporated
by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K (File No. 001-37867) filed with the Commission on September 9, 2016).
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(d)(4)
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Amended and Restated Class A Stockholders Agreement, dated as of September 7, 2016, by and among Dell Technologies Inc., Michael S. Dell, Susan Lieberman Dell Separate Property Trust, MSDC Denali Investors, L.P., MSDC Denali EIV,
LLC, Silver Lake Partners III, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors III, L.P., Silver Lake Technology Investors IV, L.P., SLP Denali Co-Invest, L.P. and the New Class A Stockholders party thereto.
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(d)(5)
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Class C Stockholders Agreement, dated as of September 7, 2016, by and among Dell Technologies Inc., Michael S. Dell, Susan Lieberman Dell Separate Property Trust, MSDC Denali Investors, L.P., MSDC Denali EIV, LLC, Silver Lake
Partners III, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors III, L.P., Silver Lake Technology Investors IV, L.P., SLP Denali Co-Invest, L.P. and Venezio Investments Pte.
Ltd.
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(d)(6)
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Amended and Restated Registration Rights Agreement, dated as of September 7, 2016, by and among Dell Technologies Inc., Michael S. Dell, Susan Lieberman Dell Separate Property Trust, MSDC Denali Investors, L.P., MSDC Denali EIV,
LLC, Silver Lake Partners III, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors III, L.P., Silver Lake Technology Investors IV, L.P., SLP Denali Co-Invest, L.P., Venezio Investments Pte. Ltd. and the Management Stockholders (as
defined therein) (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K (File No. 001-37867) filed with the Commission on September 9, 2016).
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(d)(7)
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Common Stock Purchase Agreement, dated as of October 12, 2015, by and between Dell Technologies Inc. (f/k/a Denali Holding Inc.) and Venezio Investments Pte. Ltd.
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(d)(8)
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Dell Technologies Inc. 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K (File No. 001-37867) filed with the Commission on September 9, 2016).
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(d)(9)
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Compensation Program for Independent Non-Employee Directors (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K (File No. 001-37867) filed with the Commission on September 9, 2016).
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(d)(10)
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Stock Option Agreement, dated as of November 25, 2013, between Michael S. Dell and Denali Holding Inc. for grant to Michael S. Dell under the Denali Holding Inc. 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.8
of the Company’s Registration Statement on Form S-4, as amended (File No. 333-208524) filed with the Commission on June 6, 2016).
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(d)(11)
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Form of Stock Option Agreement (Non-Employee Directors, Annual Grant) (incorporated by reference to Exhibit 4.11 of the Company’s Registration Statement on Form S-8 (File No. 333-213515) filed with the Commission on September
6, 2016).
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(d)(12)
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Form of Stock Option Agreement (Non-Employee Directors, Sign-On Grant) (incorporated by reference to Exhibit 4.12 of the Company’s Registration Statement on Form S-8 (File No. 333-213515) filed with the Commission on September
6, 2016).
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(d)(13)
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Form of Stock Option Agreement (Rollover Option — ELT Members) (incorporated by reference to Exhibit 4.13 of the Company’s Registration Statement on Form S-8 (File No. 333-213515) filed with the Commission on September 6,
2016).
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(g)
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Not applicable.
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(h)
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Not applicable.
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