Hogan Lovells Advises Dell on US$24.4 Billion Deal to Go Private

Hogan Lovells counseled Dell Inc. on one of the largest going-private transactions in the technology industry. On 5 February, the computer giant officially announced the US$24.4 billion deal.

Under the announced terms, current Dell stockholders will receive US$13.65 per share and a 25% premium over the company’s closing price of US$10.88 on 11 January. The transaction implies a 37% premium over the average closing share price during the previous 90 calendar days ending 11 January. The deal will be financed through a combination of cash on hand, cash and equity from CEO Michael Dell, a US$1.4 billion investment by funds affiliated with Silver Lake Partners, an investment by MSDC Management, L.P., a US$2 billion investment in subordinated notes by Microsoft, the rollover of existing debt, and debt financing committed by BofA, Barclays, Credit Suisse, Royal Bank of Canada and their affiliates.

The buyers will acquire all of the outstanding shares of Dell not held by Michael Dell and other members of management. Mr. Dell will remain as chairman and CEO.

Dell, which formed a special committee and reviewed other strategic alternatives, will have a 45-day go-shop period where it can solicit and receive buy-out bids.

The transaction is subject to customary conditions, including receipt of required regulatory approvals, in addition to the Dell stockholder approvals. Dell announced that the transaction is expected to close before the end of the second quarter of Dell’s FY2014.

The Hogan Lovells team was led by Richard Parrino (partner, Washington, D.C.), working across offices and practices with many others including: Securities team partners Kevin Greenslade (Northern Virginia), and Joseph Connolly, Jr. (Washington, D.C.), as well as associate Todd Aman (Northern Virginia). Our Finance team includes Bruce Gilchrist (partner, Washington, D.C.), Eve Howard (partner, Washington, D.C.), Peter Humphreys (partner, New York), Evan Koster (partner, New York), Evan Kelson (associate, New York), and David Cohn (associate, New York). Our Employee Benefits team comprises of Margaret de Lisser (partner, Washington, D.C.), Christian Chandler (partner, Washington, D.C.) and Meg McIntyre (associate, Washington, D.C.). Our Corporate team includes Carine Stoick (partner, Northern Virginia), Brent Singley (partner, Northern Virginia), Miyun Sung (counsel, Washington, D.C.), Clyde Crane IV (associate, Northern Virginia), Gabrielle Witt (associate, Northern Virginia), Theresa Nagy (associate, Northern Virginia), Brandon Egren (associate, Washington, D.C.), and Tyler Kirtley (associate, Washington, D.C.). Our Government Contracts team includes Todd Overman (partner, Washington, D.C.). Our Intellectual Property team includes Nicholas Nugent (associate, Northern Virginia) and Adam Aft (associate, Northern Virginia). Finally, our Labor team in Europe includes Dominique Mendy (partner, Paris).

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