Dell to Return to the Stock Market Five Years After Buyout

Nico Grant (Bloomberg) -- Dell Technologies Inc. won a shareholder vote to return to public markets, putting founder Michael Dell on the winning side of a transformative transaction that polarized investors for the second time in five years.

The world’s largest private technology company on Tuesday secured more than 61 percent of tracking stock DVMT’s unaffiliated shareholders. Of those who cast a ballot, 89 percent voted in favor. DVMT acts as a proxy for Dell’s stake in software maker VMware Inc. Round Rock, Texas-based Dell will buy out DVMT in a cash and share-swap deal that values DVMT’s market capitalization at $23.9 billion. The computer giant said it will list on the New York Stock Exchange as soon as Dec. 28 under the ticker DELL.

After going private in one of the biggest leveraged buyouts ever, Dell will relist as a financially stronger and more diverse leader in computer equipment and software, though more burdened by debt. The move will help simplify a tangled corporate structure that holds together a tech empire ranging from servers to security software and give the company greater flexibility to raise capital, boost its value and pursue stock-based acquisitions.

It will also allow key investor Silver Lake, which helped take Dell private in 2013 in a deal worth about $24 billion, to make its stake more liquid. The path to the vote hasn’t been easy, as investors balked at Dell’s initial offer and forced it to sweeten the bid to get the transaction over the finish line. Dell increased its offer to about $120 a share in cash and stock, from $109 -- financed by Dell and a special dividend from VMware.

“With this vote, we are simplifying Dell Technologies’ capital structure and aligning the interests of our investors,” Michael Dell, the chief executive officer of the company he founded in his dorm room, said in a statement.

The offer is a 14 percent premium to DVMT shares, which rose 1.3 percent, to $105.44 Tuesday in New York. VMware’s stock climbed 2.4 percent after settling at $163.36 on Monday.

In its time away from public market scrutiny, Dell, once a household name for its personal computers, has invested in boosting its capabilities in cutting-edge software and cloud integration. It’s now known for its lineup of servers, storage hardware and networking gear. Through its $67 billion acquisition of EMC Corp. in 2016, Dell also now has a growing suite of software tools. The company has sought a symbiotic relationship with its hardware and software -- chasing closer integrations between the two and selling both to customers to extract higher profit margins.

Dell created its tracking stock to help finance the EMC purchase, the largest technology takeover ever at the time and one that nearly tripled the company’s debt load. The deal for EMC was mostly cash, but the rest was paid through the new security linked to part of EMC’s interest in VMware.

While Dell continues to report losses, partly as a result of the EMC purchase, sales rose 15 percent year over year to $22.5 billion in the period that ended Nov. 2, continuing a streak of double-digit revenue growth. It lost 876 million.

The deal also offered holders of the tracking stock the option of receiving 1.5 to 1.8 Class C shares for each of their their DVMT shares, depending on how much cash they elect to receive and how the stock trades in the 17 days around Tuesday’s vote. The concessions helped appease investors who thought Dell’s early offer had inflated the value of the company’s core hardware business.

Activist investor Carl Icahn had blasted the original offer and launched a proxy fight against Dell to get a better price. He called off the litigation after Dell improved the terms of the offer, calling his battle “unwinnable.”

VMware, which makes virtualization software to maximize workloads on servers, will remain a publicly traded company independent from Dell, despite the computer maker’s 81 percent ownership stake.