DELL TECHNOLOGIES INC. (Name of Subject Company (issuer) and Filing Person (offeror))

Transcription

1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C 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 Senior Vice President, General Counsel and Secretary One Dell Way Round Rock, Texas Telephone: (512) (Name, address and telephone numbers of person authorized to receive notices and communications on behalf of filing persons) Copies to: Richard J. Parrino Kevin K. Greenslade Hogan Lovells US LLP 555 Thirteenth Street, N.W. Washington, D.C Telephone: (202) CALCULATION OF FILING FEE Transaction valuation* Amount of filing fee** $18,454,633 $2,139 * Calculated solely for purposes of determining the filing fee as the aggregate maximum purchase price for the shares of Class C Common Stock, par value $0.01 per share, of Dell Technologies Inc. offered to be purchased, based on a price per share of $ ** The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, and as modified by Fee Rate Advisory #1 for Fiscal Year 2017, equals $ for each $1,000,000 of the transaction valuation. 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. Amount Previously Paid: Not applicable. Filing Party: Not applicable. Form or Registration No.: Not applicable. Date Filed: Not applicable. Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: third-party tender offer subject to Rule 14d-1. issuer tender offer subject to Rule 13e-4. going-private transaction subject to Rule 13e-3. amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer:

2 This Tender Offer Statement on Schedule TO (the Schedule TO ) relates to an offer by Dell Technologies Inc., a Delaware corporation ( Dell Technologies or the Company ), to purchase for cash (the Offer ) up to 603,487 shares of Class C Common Stock, par value $0.01 per share, of the Company (the Class C Common Stock ) at a purchase price of $30.58 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 March 31, 2017, attached hereto as Exhibit (a)(1)(a) (the Offer to Purchase ) and in the related tender election form attached hereto as Exhibit (a)(1)(b). The foregoing documents, as they may be amended or supplemented from time to time, and the other documents accompanying the Offer to Purchase together constitute the Offer. The information in the Offer to Purchase and the related tender election form, including all schedules and exhibits thereto, is incorporated herein by reference to answer the items required in this Schedule TO. Item 1. Summary Term Sheet. The information set forth in the Offer to Purchase under Summary Term Sheet and Questions and Answers About the Offer is incorporated herein by reference. Item 2. Subject Company Information. (a) Name and Address. 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 and its telephone number at that address is (800) (b) Securities. This Schedule TO relates to an offer by the Company to purchase for cash up to 603,487 shares of its Class C Common Stock. As of March 27, 2017, there were 21,972,965 shares of Class C Common Stock issued and outstanding. (c) Trading Market and Price. 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 Offer 8. Price Range of Shares; Holders is incorporated herein by reference. Item 3. Identity and Background of Filing Person. (a) Name and Address. The filing person is the Company. The information set forth under Item 2(a) above is incorporated herein by reference. Pursuant to General Instruction C to Schedule TO, the information set forth on Schedule A to the Offer to Purchase is incorporated herein by reference. Item 4. Terms of the Transaction. (a) Material Terms. The information set forth in the sections of the Offer to Purchase under The Offer 1. Terms of the Offer ; The Offer 2. Procedures for Tendering Shares ; The Offer 3. Withdrawal Rights ; The Offer 4. Acceptance for Purchase and Payment for Shares ; The Offer 5. Conditions of the Offer ; The Offer 6. Extension of the Offer; Termination; Amendments ; and The Offer 14. Material U.S. Federal Income Tax Consequences for U.S. Stockholders is incorporated herein by reference. (b) Purchases. The information set forth in the section of the Offer to Purchase under The Offer 11. Recent Transactions and Interests in Class C Common Stock is incorporated herein by reference. Item 5. Past Contacts, Transactions, Negotiations and Agreements. (a) Agreements Involving the Subject Company s Securities. The information set forth in the sections of the Offer to Purchase under The Offer 11. Recent Transactions and Interests in Class C Common Stock and The Offer 12. Arrangements Concerning the Shares is incorporated herein by reference. 2

3 Item 6. Purposes of the Transaction and Plans or Proposals. (a) Purposes. The information set forth in the Offer to Purchase under Background and Purpose of the Offer is incorporated herein by reference. (b) Use of Securities Acquired. The information set forth in the section of the Offer to Purchase under The Offer 7. Certain Effects of the Offer is incorporated herein by reference. (c) Plans. The information set forth in the Offer to Purchase under Background and Purpose of the Offer and in the sections of the Offer to Purchase under The Offer 7. Certain Effects of the Offer ; The Offer 9. Source and Amount of Funds ; The Offer 10. Certain Information Concerning the Company ; The Offer 11. Recent Transactions and Interests in Class C Common Stock ; and The Offer 12. Arrangements Concerning the Shares is incorporated herein by reference. Item 7. Source and Amount of Funds or Other Consideration. (a) Source of Funds. The information set forth in the section of the Offer to Purchase under The Offer 9. Source and Amount of Funds is incorporated herein by reference. (b) Conditions. Not applicable. (c) Borrowed Funds. Not applicable. Item 8. Interest in Securities of the Subject Company. (a) Securities Ownership. The information set forth in the section of the Offer to Purchase under The Offer 11. Recent Transactions and Interests in Class C Common Stock is incorporated herein by reference. (b) Securities Transactions. The information set forth in the sections of the Offer to Purchase under The Offer 11. Recent Transactions and Interests in Class C Common Stock and The Offer 12. Arrangements Concerning the Shares is incorporated herein by reference. Item 9. Persons/Assets Retained, Employed, Compensated or Used. (a) Solicitations or Recommendations. Not applicable. Item 10. Financial Statements. (a) Financial Information. Not applicable. (b) Pro Forma Information. Not applicable. Item 11. Additional Information. (a) Agreements, Regulatory Requirements and Legal Proceedings. The information set forth in the section of the Offer to Purchase under The Offer 13. Legal Matters; Regulatory Approvals is incorporated herein by reference. (b) Other Material Information. Not applicable. Item 12. Exhibits. (a)(l)(a) Offer to Purchase, dated March 31, (a)(1)(b) Tender Election Form and Instructions. (a)(1)(c) Form of to Stockholders. 3

4 (a)(1)(d) (b) (d)(1) (d)(2) Form of to Stockholders (without transferable shares). Not applicable. Fourth Amended and Restated Certificate of Incorporation of Dell Technologies Inc. (the Company ) (incorporated by reference to Exhibit 3.1 to the Company s Current Report on Form 8-K filed with the Securities and Exchange Commission (the Commission ) on September 7, 2016) (Commission File No ). Amended and Restated Sponsor Stockholders Agreement, dated as of September 7, 2016, by and among the Company, 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 filed with the Commission on September 9, 2016) (Commission File No ). (d)(3) Amended and Restated Management Stockholders Agreement, dated as of September 7, 2016, by and among the Company, 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 identified on Schedule I thereto (incorporated by reference to Exhibit 10.6 to the Company s Current Report on Form 8-K filed with the Commission on September 9, 2016) (Commission File No ). (d)(4) 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 (incorporated by reference to Exhibit (d)(4) to the Company s Tender Offer Statement on Schedule TO filed with the Commission on September 14, 2016) (Commission File No ). (d)(5) 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. (incorporated by reference to Exhibit (d)(5) to the Company s Tender Offer Statement on Schedule TO filed with the Commission on September 14, 2016) (Commission File No ). (d)(6) 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 filed with the Commission on September 9, 2016) (Commission File No ). (d)(7) (d)(8) Common Stock Purchase Agreement, dated as of October 12, 2015, by and between the Company and Venezio Investments Pte. Ltd. (incorporated by reference to Exhibit (d)(7) to the Company s Tender Offer Statement on Schedule TO filed with the Commission on September 14, 2016) (Commission File No ). Dell Technologies Inc Long-Term Incentive Plan (formerly known as Dell Inc Long-Term Incentive Plan) (incorporated by reference to Exhibit to the Company s Current Report on Form 8-K filed with the Commission on September 9, 2016) (Commission File No ). 4

5 (d)(9) (d)(10) (d)(11) Dell Technologies Inc Stock Incentive Plan (incorporated by reference to Exhibit to the Company s Current Report on Form 8-K filed with the Commission on September 9, 2016) (Commission File No ). Compensation Program for Independent Non-Employee Directors (incorporated by reference to Exhibit 10.8 to the Company s Current Report on Form 8-K filed with the Commission on September 9, 2016) (Commission File No ). Stock Option Agreement, dated as of November 25, 2013, between Michael S. Dell and the Company for grant to Michael S. Dell (incorporated by reference to Exhibit 10.8 of Amendment No. 3 to the Company s Registration Statement on Form S-4 filed with the Commission on April 11, 2016) (Registration No ). (d)(12) Form of Stock Option Agreement Performance Vesting Option for grants to executive officers under the Dell Technologies Inc Stock Incentive Plan (incorporated by reference to Exhibit 10.9 of Amendment No. 3 to the Company s 2016 Form S-4 filed with the Commission on April 11, 2016) (Registration No ). (d)(13) (d)(14) (d)(15) (d)(16) (d)(17) (d)(18) (d)(19) (d)(20) (d)(21) (d)(22) (g) (h) Form of Stock Option Agreement Performance Vesting Option for grants to employees under the Dell Technologies Inc Stock Incentive Plan (incorporated by reference to Exhibit of Amendment No. 3 to the Company s 2016 Form S-4 filed with the Commission on April 11, 2016) (Registration No ). Form of Stock Option Agreement Time Vesting Option for grants to executive officers under the Dell Technologies Inc Stock Incentive Plan (incorporated by reference to Exhibit of Amendment No. 3 to the Company s 2016 Form S-4 filed with the Commission on April 11, 2016) (Registration No ). Form of Stock Option Agreement Time Vesting Option for grants to employees under the Dell Technologies Inc Stock Incentive Plan (incorporated by reference to Exhibit of Amendment No. 3 to the Company s 2016 Form S-4 filed with the Commission on April 11, 2016) (Registration No ). Form of Dell Time Award Agreement for Executive Officers under the Dell Technologies Inc Stock Incentive Plan (incorporated by reference to Exhibit 4.5 to the Company s Registration Statement on Form S-8 filed with the Commission on September 6, 2016) (Registration No ). Form of Dell Time Award Agreement for Non-Employee Directors under the Dell Technologies Inc Stock Incentive Plan (incorporated by reference to Exhibit 4.7 to the Company s Registration Statement on Form S-8 filed with the Commission on September 6, 2016) (Registration No ). Form of Dell Deferred Time Award Agreement for Non-Employee Directors under the Dell Technologies Inc Stock Incentive Plan (incorporated by reference to Exhibit 4.8 to the Company s Registration Statement on Form S-8 filed with the Commission on September 6, 2016) (Registration No ). Form of Dell Performance Award Agreement for Executive Officers under the Dell Technologies Inc Stock Incentive Plan (incorporated by reference to Exhibit 4.9 to the Company s Registration Statement on Form S-8 filed with the Commission on September 6, 2016) (Registration No ). Form of Stock Option Agreement for Non-Employee Directors (Annual Grant) under the Dell Technologies Inc Stock Incentive Plan (incorporated by reference to Exhibit 4.11 to the Company s Registration Statement on Form S-8 filed with the Commission on September 6, 2016) (Registration No ). Form of Stock Option Agreement for Non-Employee Directors (Sign-On Grant) under the Dell Technologies Inc Stock Incentive Plan (incorporated by reference to Exhibit 4.12 to the Company s Registration Statement on Form S-8 filed with the Commission on September 6, 2016) (Registration No ). Form of Stock Option Agreement for Executive Officers (Rollover Option) under the Dell Technologies Inc Stock Incentive Plan (incorporated by reference to Exhibit 4.13 to the Company s Registration Statement on Form S-8 filed with the Commission on September 6, 2016) (Registration No ). Not applicable. Not applicable. Item 13. Information Required by Schedule 13E-3. Not applicable. 5

6 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dell Technologies Inc. Date: March 31, 2017 /s/ Richard J. Rothberg Richard J. Rothberg General Counsel and Secretary 6

7 INDEX TO EXHIBITS (a)(l)(a) Offer to Purchase, dated March 31, (a)(1)(b) (a)(1)(c) (a)(1)(d) (b) (d)(1) (d)(2) Tender Election Form and Instructions. Form of to Stockholders. Form of to Stockholders (without transferable shares). Not applicable. Fourth Amended and Restated Certificate of Incorporation of Dell Technologies Inc. (the Company ) (incorporated by reference to Exhibit 3.1 to the Company s Current Report on Form 8-K filed with the Securities and Exchange Commission (the Commission ) on September 7, 2016) (Commission File No ). Amended and Restated Sponsor Stockholders Agreement, dated as of September 7, 2016, by and among the Company, 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 filed with the Commission on September 9, 2016) (Commission File No ). (d)(3) Amended and Restated Management Stockholders Agreement, dated as of September 7, 2016, by and among the Company, 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 identified on Schedule I thereto (incorporated by reference to Exhibit 10.6 to the Company s Current Report on Form 8-K filed with the Commission on September 9, 2016) (Commission File No ). (d)(4) 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 (incorporated by reference to Exhibit (d)(4) to the Company s Tender Offer Statement on Schedule TO filed with the Commission on September 14, 2016) (Commission File No ). (d)(5) 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. (incorporated by reference to Exhibit (d)(5) to the Company s Tender Offer Statement on Schedule TO filed with the Commission on September 14, 2016) (Commission File No ). (d)(6) 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.

8 (d)(7) (d)(8) (d)(9) (d)(10) (d)(11) 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 filed with the Commission on September 9, 2016) (Commission File No ). Common Stock Purchase Agreement, dated as of October 12, 2015, by and between the Company and Venezio Investments Pte. Ltd. (incorporated by reference to Exhibit (d)(7) to the Company s Tender Offer Statement on Schedule TO filed with the Commission on September 14, 2016) (Commission File No ). Dell Technologies Inc Long-Term Incentive Plan (formerly known as Dell Inc Long-Term Incentive Plan) (incorporated by reference to Exhibit to the Company s Current Report on Form 8-K filed with the Commission on September 9, 2016) (Commission File No ). Dell Technologies Inc Stock Incentive Plan (incorporated by reference to Exhibit to the Company s Current Report on Form 8-K filed with the Commission on September 9, 2016) (Commission File No ). Compensation Program for Independent Non-Employee Directors (incorporated by reference to Exhibit 10.8 to the Company s Current Report on Form 8-K filed with the Commission on September 9, 2016) (Commission File No ). Stock Option Agreement, dated as of November 25, 2013, between Michael S. Dell and the Company for grant to Michael S. Dell (incorporated by reference to Exhibit 10.8 of Amendment No. 3 to the Company s Registration Statement on Form S-4 filed with the Commission on April 11, 2016) (Registration No ). (d)(12) Form of Stock Option Agreement Performance Vesting Option for grants to executive officers under the Dell Technologies Inc Stock Incentive Plan (incorporated by reference to Exhibit 10.9 of Amendment No. 3 to the Company s 2016 Form S-4 filed with the Commission on April 11, 2016) (Registration No ). (d)(13) (d)(14) (d)(15) (d)(16) (d)(17) (d)(18) (d)(19) (d)(20) (d)(21) (d)(22) (g) (h) Form of Stock Option Agreement Performance Vesting Option for grants to employees under the Dell Technologies Inc Stock Incentive Plan (incorporated by reference to Exhibit of Amendment No. 3 to the Company s 2016 Form S-4 filed with the Commission on April 11, 2016) (Registration No ). Form of Stock Option Agreement Time Vesting Option for grants to executive officers under the Dell Technologies Inc Stock Incentive Plan (incorporated by reference to Exhibit of Amendment No. 3 to the Company s 2016 Form S-4 filed with the Commission on April 11, 2016) (Registration No ). Form of Stock Option Agreement Time Vesting Option for grants to employees under the Dell Technologies Inc Stock Incentive Plan (incorporated by reference to Exhibit of Amendment No. 3 to the Company s 2016 Form S-4 filed with the Commission on April 11, 2016) (Registration No ). Form of Dell Time Award Agreement for Executive Officers under the Dell Technologies Inc Stock Incentive Plan (incorporated by reference to Exhibit 4.5 to the Company s Registration Statement on Form S-8 filed with the Commission on September 6, 2016) (Registration No ). Form of Dell Time Award Agreement for Non-Employee Directors under the Dell Technologies Inc Stock Incentive Plan (incorporated by reference to Exhibit 4.7 to the Company s Registration Statement on Form S-8 filed with the Commission on September 6, 2016) (Registration No ). Form of Dell Deferred Time Award Agreement for Non-Employee Directors under the Dell Technologies Inc Stock Incentive Plan (incorporated by reference to Exhibit 4.8 to the Company s Registration Statement on Form S-8 filed with the Commission on September 6, 2016) (Registration No ). Form of Dell Performance Award Agreement for Executive Officers under the Dell Technologies Inc Stock Incentive Plan (incorporated by reference to Exhibit 4.9 to the Company s Registration Statement on Form S-8 filed with the Commission on September 6, 2016) (Registration No ). Form of Stock Option Agreement for Non-Employee Directors (Annual Grant) under the Dell Technologies Inc Stock Incentive Plan (incorporated by reference to Exhibit 4.11 to the Company s Registration Statement on Form S-8 filed with the Commission on September 6, 2016) (Registration No ). Form of Stock Option Agreement for Non-Employee Directors (Sign-On Grant) under the Dell Technologies Inc Stock Incentive Plan (incorporated by reference to Exhibit 4.12 to the Company s Registration Statement on Form S-8 filed with the Commission on September 6, 2016) (Registration No ). Form of Stock Option Agreement for Executive Officers (Rollover Option) under the Dell Technologies Inc Stock Incentive Plan (incorporated by reference to Exhibit 4.13 to the Company s Registration Statement on Form S-8 filed with the Commission on September 6, 2016) (Registration No ). Not applicable. Not applicable.

9 Exhibit (a)(1)(a) DELL TECHNOLOGIES INC. OFFER TO PURCHASE FOR CASH UP TO 603,487 SHARES OF CLASS C COMMON STOCK AT $30.58 PER SHARE THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON MAY 1, 2017, UNLESS THE OFFER IS EXTENDED. Dell Technologies Inc., which is sometimes referred to herein as the Company, Dell Technologies, our, us or we, is offering to purchase up to an aggregate of 603,487 shares of its Class C common stock, par value $0.01 per share (the Class C Common Stock ), at a price of $30.58 per share, in cash. If more than 603,487 shares of Class C Common Stock are validly tendered and not withdrawn prior to the expiration of the offer, the Company will purchase shares of Class C Common Stock from tendering stockholders on a pro rata basis. This offer is subject to the terms and conditions set forth in this Offer to Purchase and the related tender election form. We refer to this Offer to Purchase and the tender election form, together with any amendments or supplements and the other documents accompanying the Offer to Purchase, as the offer. THIS OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER, HOWEVER, IS SUBJECT TO OTHER CONDITIONS. SEE THE OFFER 5. CONDITIONS OF THE OFFER. If you wish to tender your shares of Class C Common Stock, you must complete and submit to us your tender election form in accordance with the procedures described in this Offer to Purchase before the expiration time of the offer. The Class C Common Stock is not listed on any stock exchange. ALTHOUGH OUR BOARD OF DIRECTORS HAS APPROVED THE MAKING OF THE OFFER, NEITHER WE NOR OUR BOARD OF DIRECTORS MAKES ANY RECOMMENDATION AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES IN THE OFFER. YOU MUST MAKE YOUR OWN DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER. IF YOUR SHARES OF CLASS C COMMON STOCK ARE SUBJECT TO CONTRACTUAL RESTRICTIONS ON TRANSFER, YOUR ABILITY TO PARTICIPATE IN THE OFFER MAY BE LIMITED. You should direct questions or requests for assistance or for additional copies of this Offer to Purchase, the tender election form or other documents to Dell Executive Compensation at: Dell Technologies Inc. Attention: Stock Option Administrator One Dell Way, RR1-38 Round Rock, Texas Stock_Option_Administrator@Dell.com Fax: + 1 (512) Offer to Purchase dated March 31, 2017

10 TABLE OF CONTENTS Page SUMMARY TERM SHEET 1 QUESTIONS AND ANSWERS ABOUT THE OFFER 4 CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION 7 GENERAL 8 BACKGROUND AND PURPOSE OF THE OFFER 9 THE OFFER Terms of the Offer Procedures for Tendering Shares Withdrawal Rights Acceptance for Purchase and Payment for Shares Conditions of the Offer Extension of the Offer; Termination; Amendments Certain Effects of the Offer Price Range of Shares; Holders Source and Amount of Funds Certain Information Concerning the Company Recent Transactions and Interests in Class C Common Stock Arrangements Concerning the Shares Legal Matters; Regulatory Approvals Material U.S. Federal Income Tax Consequences for U.S. Stockholders Fees and Expenses. 31 SCHEDULE A A-1 i

11 SUMMARY TERM SHEET We are providing this summary term sheet for your convenience. The summary term sheet does not describe all of the terms of the offer to the same extent that they are described elsewhere in this Offer to Purchase. We encourage you to read this entire document because it contains the full terms of the offer. We have included references to the sections of this Offer to Purchase where you will find more complete disclosure. We refer to this document, together with the schedule hereto, as the Offer to Purchase. The Offer to Purchase and the tender election form, together with any amendments or supplements and the other documents accompanying the Offer to Purchase, constitute the offer made hereby. The Offer Duration of the Offer The Company is offering to purchase up to an aggregate of 603,487 shares of its Class C Common Stock at a price of $30.58 per share in cash. If more than 603,487 shares of Class C Common Stock are validly tendered and not withdrawn before the expiration of the offer, the Company will purchase shares of Class C Common Stock from tendering stockholders on a pro rata basis. See The Offer. The offer will expire at 11:59 p.m., New York City time, on May 1, 2017, unless we choose to extend the offer or to terminate the offer before that time. Subject to the requirements of applicable law, and the terms and conditions of the offer, we reserve the right to extend, terminate or modify the offer in our reasonable discretion. We expect the offer to be consummated at, or promptly after, the expiration date. See The Offer 1. Terms of the Offer and The Offer 6. Extension of the Offer; Termination; Amendments. Conditions of the Offer Purpose of the Offer No Board Recommendation The offer is not conditioned on the tender of any minimum total number of shares of Class C Common Stock. The offer, however, is conditioned on the conditions described in this Offer to Purchase. See The Offer 5. Conditions of the Offer. The Company is making this offer in accordance with its Management Stockholders Agreement, under which the Company is required, on a semi-annual basis, to offer to purchase shares of Class C Common Stock at a price per share equal to the fair market value thereof as determined by the Company s board of directors. See Background and Purpose of the Offer. Although the board of directors has approved the making of the offer, neither we nor the board of directors makes any recommendation as to whether you should tender or refrain from tendering your shares of Class C Common Stock in the offer. You must make your own decision whether to tender shares and, if so, how many shares to tender. We recommend, however, that you consider your own personal financial situation and the tax consequences to you when deciding whether to tender any shares and, if so, to what extent to participate in the offer, including, among other factors: any contractual limitations on transfer to which your shares of Class C Common Stock are subject; 1

12 the concentration of your assets in our shares and whether you want to diversify your investment portfolio; your level of indebtedness; your liquidity needs; the fact that there is no public trading market for the Class C Common Stock, and that there can be no assurance that the tender offer price reflects the price at which shares of Class C Common Stock would trade if there were a public trading market for the Class C Common Stock; and your expectation of our future performance, considering potential risks and other factors, including those discussed under Part I Item 1A Risk Factors in our Annual Report on Form 10 K for the fiscal year ended February 3, 2017, filed by the Company with the Securities and Exchange Commission (the SEC ) on March 31, We also recommend that you discuss this decision with your personal legal, financial and tax advisors. Our directors and executive officers who own Class C Common Stock may participate in the offer on the same basis as all holders of Class C Common Stock. Payment for Tendered Shares Proration Protection Withdrawal Rights How to Participate in the Offer Unless we terminate the offer before the expiration date or the conditions of the offer are not satisfied or waived, upon completion of the offer, each share of Class C Common Stock that is validly tendered and not withdrawn will be purchased for $30.58 per share in cash, reduced by any applicable tax withholdings. See The Offer 1. Terms of the Offer. If more than 603,487 shares of Class C Common Stock are validly tendered and not withdrawn prior to the expiration of the offer, we will purchase shares of Class C Common Stock from tendering stockholders on a pro rata basis. If you tender your shares of Class C Common Stock and later would like to withdraw your previouslysubmitted tender, you must notify us of the withdrawal before the expiration of the offer in accordance with the procedures described in The Offer 3. Withdrawal Rights. You may withdraw some or all of any shares you have previously tendered. If you deliver to us a new tender election form withdrawing previously-tendered shares, you may still retender your shares of Class C Common Stock by submitting a new tender election form before the expiration of the offer. In all cases, the last form properly submitted and actually received by us before the expiration of the offer will prevail. See The Offer 3. Withdrawal Rights. If you would like to participate in the offer and tender your shares of Class C Common Stock, you must submit your tender election form to us before the expiration of the offer in accordance with the procedures 2

13 described in The Offer 2. Procedures for Tendering Shares. However, your ability to participate in the offer may be limited to the extent that your shares of Class C Common Stock are subject to contractual restrictions on transfer. See Background and Purpose of the Offer and The Offer 12. Arrangements Concerning the Shares. Tax Consequences of the Offer Contact for Information If you are an individual who is a citizen or resident of the United States, the purchase of your shares of Class C Common Stock by the Company in the offer will be a taxable event for you. As a result, the receipt of cash for your shares of Class C Common Stock in the offer will generally be treated for U.S. federal income tax purposes either as (1) a sale or exchange or (2) a distribution in respect of stock from the Company. We recommend that you consult your own tax advisor with respect to the particular U.S. federal, state and local tax consequences or non-u.s. tax consequences to you of participating in the offer. See The Offer 14. Material U.S. Federal Income Tax Consequences for U.S. Stockholders. If you have any questions about the offer or any matters described in this Offer to Purchase, or need assistance in completing your tender election form, please contact Dell Executive Compensation at: Dell Technologies Inc. Attention: Stock Option Administrator One Dell Way, RRI-38 Round Rock, Texas Stock_Option_Administrator@Dell.com Fax: +1 (512)

14 QUESTIONS AND ANSWERS ABOUT THE OFFER The following questions and answers briefly address some commonly-asked questions about the offer. They do not include all of the information that is important to you. We urge you to read carefully the entire Offer to Purchase and the other information to which we refer you. Q1. Why is the Company making a tender offer for its Class C Common Stock? A. The Company is making this Offer to Purchase in accordance with its Management Stockholders Agreement, under which Company is required, on a semi-annual basis, to offer to repurchase shares of Class C Common Stock. See Background and Purpose of the Offer on page 9. Q2. May I tender shares in the offer? A. The offer is available to all holders of shares of the Company s Class C Common Stock, who may choose to tender their shares for purchase by the Company. However, your ability to sell shares in the offer may be limited to the extent that your shares of Class C Common Stock are subject to contractual restrictions on transfer. See Background and Purpose of the Offer on page 9 and The Offer 12. Arrangements Concerning the Shares on page 19. Q3. How can I tender my shares in the offer? A. To validly tender your shares of Class C Common Stock in the offer, the offer requires that you complete, sign and deliver the tender election form in accordance with the attached instructions prior to the expiration of the offer. See The Offer 2. Procedures for Tendering Shares on page 10. Q4. Do I have to tender shares in the offer? A. No. You must make your own decision whether to tender shares and, if so, how many shares to tender. Neither we nor the board of directors makes any recommendation as to whether you should tender or refrain from tendering your shares. Q5. May I tender shares of Class C Common Stock issued upon conversion of shares of Class A Common Stock that I own? A. Yes, if such Class C Common Stock is not subject to contractual transfer restrictions that would limit sale of such shares in the offer. See Background and Purpose of the Offer on page 9 and The Offer 12. Arrangements Concerning the Shares on page 19. You may elect to convert any such shares of Class A Common Stock by making an appropriate election on a validly submitted tender election form. Q6. What is the tender offer price? A. The tender offer price is $30.58 per share, which we will pay in cash. The tender offer price reflects the determination by the board of directors of the fair market value per share of Class C Common Stock. You are cautioned that there is no public trading market for the Class C Common Stock, and there can be no assurance that the tender offer price reflects the price at which shares of Class C Common Stock would trade if there were a public trading market for the Class C Common Stock. Q7. Will I be charged any fees or commissions if I tender my shares in the offer? A. If you are a registered stockholder, you will not incur any brokerage fees or commissions. 4

15 Q8. Once I have tendered shares in the offer, may I withdraw my tendered shares? A. Yes. You may withdraw your tendered shares at any time before 11:59 p.m., New York City time, on May 1, 2017, unless we extend the offer, in which case you may withdraw your shares of Class C Common Stock until the expiration date of the offer as extended. You may withdraw all of your tendered shares by submitting a new properly completed tender election form in which you tender zero shares. See The Offer 3. Withdrawal Rights on page 12. Q9. When will I get paid for the shares I tender in the offer? A. We will pay you promptly after the expiration of the offer. See The Offer 4. Acceptance for Purchase and Payment for Shares on page 12. Q10. What will be the tax consequences of selling Class C Common Stock in the offer? A. Your tax consequences will differ based on your circumstances, including what countries laws are applicable to you. A sale of shares of Class C Common Stock in the offer will be a taxable transaction for U.S. federal income tax purposes, with the receipt of cash for your shares generally treated for U.S. federal income tax purposes either as (1) a sale or exchange or (2) a distribution in respect of stock from the Company. The U.S. federal income tax consequences to U.S. stockholders who sell shares in the offer are described more fully under The Offer 14. Material U.S. Federal Income Tax Consequences for U.S. Stockholders on page 30. We recommend that you consult with your tax advisor with respect to your particular situation. Q11. What is the deadline to tender my shares of Class C Common Stock? A. The deadline to tender your shares of Class C Common Stock is 11:59 p.m., New York City time, on May 1, 2017, unless the offer is extended. If we extend the offer, we will make a public announcement of the new time and date of expiration no later than 9:00 a.m., New York City time, on the next business day after the previously-scheduled expiration date. Q12. Is the offer subject to any conditions? A. Yes. The offer is subject to the conditions set forth under The Offer 5. Conditions of the Offer. The offer, however, is not conditioned on a minimum number of shares of Class C Common Stock being tendered. Q13. What does the board of directors think of the offer? A. Although the board of directors has approved the making of the offer, neither the Company nor the board of directors makes any recommendation as to whether you should participate or refrain from participating in the offer. You must make your own decision on whether to tender your shares of Class C Common Stock for the cash payment being offered pursuant to the offer. Q14. What will happen if the Company does not receive my tender election form before the expiration of the offer? A. If we do not receive your tender election form before the expiration date of the offer, your shares of Class C Common Stock will not be deemed tendered in the offer and you will not receive the cash payment for your shares. Q15. Does the offer apply to my shares of the Company s other classes of common stock? A. No. The offer is being made only for shares of Class C Common Stock and is not being made for shares of any other class of the Company s common stock. 5

16 Q16. What should I do if I do not want to participate in the offer with respect to my shares of Class C Common Stock? A. You do not have to take any action if you decide not to participate in the offer. Q17. How should I decide whether to tender my shares of Class C Common Stock? A. We understand that the decision concerning whether to participate in the offer is an important one for our stockholders holding shares of Class C Common Stock. The decision concerning whether to participate in the offer must be your own. We recommend that you consider your own personal financial situation and the tax consequences to you when deciding whether to tender any shares and, if so, to what extent to participate in the offer. We recommend that you consult with your own personal legal, financial and tax advisors to help determine if participation in the offer is appropriate for you. 6

17 CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION We make forward-looking statements in this Offer to Purchase and in the other documents to which we have referred you. The words may, will, anticipate, estimate, expect, intend, plan, aim, seek and similar expressions as they relate to us or our management are intended to identify these forward-looking statements. All statements by us regarding our expected financial position, revenues, cash flows and other operating results, business strategy, legal proceedings and similar matters are forward-looking statements. Our expectations expressed or implied in these forward-looking statements may not turn out to be correct. Our results could be materially different from our expectations because of various risks, including those discussed under Part I Item 1A Risk Factors in our Annual Report on Form 10-K for the fiscal year ended February 3, 2017 and in our other periodic and current reports filed with the SEC. Any forward-looking statement speaks only as of the date as of which such statement is made, and, except as required by law, we undertake no obligation to update any forward-looking statement after the date as of which such statement was made, whether to reflect changes in circumstances or our expectations, the occurrence of unanticipated events, or otherwise. 7

18 GENERAL If you wish to tender any of your shares of Class C Common Stock, you should complete, sign and deliver the tender election form in accordance with the instructions provided. YOU MUST PROPERLY COMPLETE AND DELIVER THE TENDER ELECTION FORM PRIOR TO THE EXPIRATION TIME IN ORDER TO EFFECT A VALID TENDER OF YOUR CLASS C COMMON STOCK. You should direct questions and requests for assistance to Dell Executive Compensation at: Dell Technologies Inc. Attention: Stock Option Administrator One Dell Way, RR1-38 Round Rock, Texas Stock_Option_Administrator@Dell.com Fax: + 1 (512) Neither the SEC nor any state securities commission has approved or disapproved this offer or passed upon the accuracy or adequacy of this offer. Any representation to the contrary is a criminal offense. WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO WHETHER YOU SHOULD ELECT TO TENDER OR REFRAIN FROM TENDERING YOUR SHARES OF CLASS C COMMON STOCK IN EXCHANGE FOR THE CASH PAYMENT BEING OFFERED PURSUANT TO THIS OFFER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS OFFER TO PURCHASE AND THE OTHER INFORMATION TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO GIVE YOU ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFER OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THIS OFFER TO PURCHASE AND THE TENDER ELECTION FORM. IF ANYONE MAKES ANY RECOMMENDATION OR REPRESENTATION TO YOU OR GIVES YOU ANY INFORMATION, YOU MUST NOT RELY UPON THAT RECOMMENDATION, REPRESENTATION OR INFORMATION AS HAVING BEEN AUTHORIZED BY US. The offer is not being made to, nor will we accept any tender of Class C Common Stock from or on behalf of, stockholders in any jurisdiction in which the making of the offer or the acceptance of any tender of Class C Common Stock would not comply with the laws of such jurisdiction. If the making of the offer is not in compliance with the laws of any U.S. jurisdiction, we will make a good faith effort to revise the offer to comply with any such laws. If, after such good faith effort, we cannot comply with any such laws, the offer will not be made to, nor will tenders be accepted from or on behalf of, the stockholders residing in any such jurisdiction. 8

19 BACKGROUND AND PURPOSE OF THE OFFER The Company is making this offer in accordance with its Management Stockholders Agreement, under which Company is required, on a semiannual basis, to offer to repurchase shares of Class C Common Stock. On September 7, 2016, the Company entered into an Amended and Restated Management Stockholders Agreement (the Management Stockholders Agreement ) among the Company and each of the following: (1) Michael S. Dell and the Susan Lieberman Dell Separate Property Trust (the SLD Trust ) (collectively, and together with their respective permitted transferees that acquire common stock of the Company which is established to track the performance of the DHI Group, the MD Stockholders ); (2) MSDC Denali Investors, L.P. and MSDC Denali EIV, LLC (collectively, and together with their respective permitted transferees that acquire common stock of the Company which is established to track the performance of the DHI Group, the MSD Partners Stockholders ); (3) Silver Lake Partners III, L.P., Silver Lake Technology Investors III, L.P. Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P. and SLP Denali Co-Invest, L.P. (collectively, and together with their respective permitted transferees, the SLP Stockholders ); and (4) the management parties thereto. Under the terms of the Management Stockholders Agreement, equity-based awards granted under the Dell Technologies Inc Stock Incentive Plan and certain other securities held by the management stockholders are subject to transfer restrictions, tag-along rights, drag-along provisions and clawback provisions. Under the Management Stockholders Agreement, in each fiscal year on a semi-annual basis until the first to occur of a change in control of the Company or an initial public offering of the Class C Common Stock, the Company is required to make an offer to repurchase outstanding shares of Class C Common Stock for a price per share equal to the fair market value thereof as determined by the board of directors. Existing contractual restrictions applicable to holders of Class C Common Stock generally have the effect of restricting volitional sales of Class C Common Stock, by stockholders subject to such contractual restrictions, to limited sales by employees in good standing (other than tag-along rights and other limited exceptions that do not apply in the context of this offer). Under the Management Stockholders Agreement, without the prior written consent of the MD Stockholders and the SLP Stockholders, a management stockholder and his or her permitted transferees will be permitted to sell Class C Common Stock in such an offer only if such management stockholder is an employee in good standing and only with respect to shares of Class C Common Stock that have been held by such person and vested for at least six months prior to the start of the offer, and only if such sales, together with other sales by such management stockholder in the same fiscal year pursuant to put rights and the ability to elect net share withholding, do not exceed such management stockholder s individual contractual annual cap. In determining whether such six-month holding period has been satisfied with respect to any shares of Class C Common Stock that you elect to convert from shares of Class A Common Stock, such six-month holding period will be measured from the date on which you acquired (or, if later, became vested in) the shares of the Class A Common Stock that you so elected to convert in connection with the offer. Such repurchases, together with management stockholders put rights and ability to elect net share withholding under the Management Stockholders Agreement, are subject to an aggregate annual cap of the lesser of (1) $300 million and (2) the amount available at the time of such repurchase under the restricted payment basket intended for that purpose in our credit agreement or the lowest amount pursuant to a comparable provision in any other instruments or agreements evidencing debt securities, term loan indebtedness and other debt financing arrangements of the Company or its affiliates, and any other limits or restrictions imposed by applicable law or the Company s current or future debt or preferred stock financing. 9