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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13E-3

 

(Amendment No. 1)

RULE 13e-3 TRANSACTION STATEMENT

UNDER SECTION 13(e) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

PIVOTAL SOFTWARE, INC.

(Name of the Issuer)

 

 

Pivotal Software, Inc.

VMware, Inc.

Raven Transaction Sub, Inc.

Dell Technologies Inc.

Denali Intermediate Inc.

EMC Corporation

VMW Holdco LLC

EMC Equity Assets LLC

(Names of Persons Filing Statement)

 

Class A common stock, par value $0.01 per share

Class B common stock, par value $0.01 per share

(Title of Class of Securities)

 

72582H107

(CUSIP Number of Class of Securities)

 

 

Andrew M. Cohen
General Counsel
Christopher Ing
Associate General Counsel
Pivotal Software, Inc.
875 Howard Street, Fifth Floor
San Francisco, California 94103
(415) 777-4868

 

Amy Fliegelman Olli
Senior Vice President
and General Counsel
VMware, Inc.
3401 Hillview Avenue
Palo Alto, California 94304
(650) 427-5000

 

Robert L. Potts
Senior Vice President, Corporate
Securities & Finance Counsel and
Assistant Secretary
Dell Technologies Inc.
One Dell Way
Round Rock, Texas 78682
(512) 728-7800

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Persons Filing Statement)

 

 

With copies to

 

Alan F. Denenberg
Sarah K. Solum
Davis Polk & Wardwell LLP
1600 El Camino Real
Menlo Park, California 94025
(650) 752-2000

 

Tad J. Freese
Mark M. Bekheit
Latham & Watkins LLP
140 Scott Drive
Menlo Park, California 94025

 

Martin W. Korman
Todd Cleary
Ethan Lutske
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304

 

Barbara L. Becker
Saee M. Muzumdar
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, New York 10166
(212) 351-4000

 

William R. Dougherty
Atif I. Azher
Naveed Anwar
Simpson Thacher & Bartlett LLP
2475 Hanover Street
Palo Alto, California 94304
(650) 251-5000

 

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THIS TRANSACTION, PASSED ON THE MERITS OR THE FAIRNESS OF THE TRANSACTION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

This statement is filed in connection with (check the appropriate box):

 

a.

x

The filing of solicitation materials or an information statement subject to Regulation 14A (§§ 240.14a-1 through 240.14b-2), Regulation 14C (§§ 240.14c-1 through 240.14c-101) or Rule 13e-3(c) (§ 240.13e-3(c)) under the Securities Exchange Act of 1934 (the “Exchange Act”).

 

 

 

b.

o

The filing of a registration statement under the Securities Act of 1933.

 

 

 

c.

o

A tender offer.

 

 

 

d.

o

None of the above.

 

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: x

 

Check the following box if the filing is a final amendment reporting the results of the transaction: o

 

CALCULATION OF FILING FEE

 

Transaction Valuation*

 

Amount of Filing Fee**

$4,014,941,052.34

 

$521,139.35

 

*

Solely for the purpose of calculating the filing fee, the aggregate value of the transaction was calculated based on the sum of (a) 104,637,970 shares of Class A common stock, par value $0.01 per share (the “Class A common stock”), issued and outstanding as of October 15, 2019 (to be cancelled in exchange for a cash payment of $15.00 per share) multiplied by $15.00, (b) 131,306,110 shares of Class B common stock, par value $0.01 per share (the “Class B common stock”), issued and outstanding as of October 15, 2019 (excluding the shares of Class B common stock beneficially owned by VMware, Inc. (“VMware”)), which are convertible into an equal number of shares of Class A common stock (each share of Class B common stock to be exchanged for 0.0550 of a share of Class B common stock of VMware, Inc. (“VMware”), par value $0.01 per share), multiplied by $14.98, which is the average of the high and low prices for shares of the Class A common stock as reported on the New York Stock Exchange on October 28, 2019, calculated in accordance with Exchange Act Rule 0-11(c)(1)(i), (c) 23,666,601 shares of Class A common stock as of October 15, 2019 underlying outstanding options that are vested or outstanding options held by non-employee directors of Pivotal Software, Inc. (“Pivotal”), in each case with an exercise price less than $15.00 per share (to be cancelled in exchange for a cash payment of $15.00 per share less the applicable exercise price) multiplied by $7.46 (which is the difference between $15.00 and $7.54, the weighted average per share exercise price of such options), (d) 8,863,611 shares of Class A common stock as of October 15, 2019 underlying outstanding and unvested options after the merger with an exercise price less than $15.00 per share (which, if held by continuing employees after the merger (as defined in the merger agreement), will be substituted with options to purchase shares of Class A common stock of VMware, par value $0.01 per share (the “VMware Class A common stock”)) multiplied by $5.28 (which is the difference between $15.00 and $9.72, the weighted average per share exercise price of such options), (e) 41,007 shares of Class A common stock as of October 15, 2019 underlying outstanding and vested restricted stock units (“RSUs”) and outstanding and unvested RSUs held by non-employee directors of Pivotal (to be cancelled in exchange for a cash payment of $15.00 per RSU) multiplied by $15.00, (f) 15,922,544 shares of Class A common stock as of October 15, 2019 underlying outstanding and unvested RSUs (which, if held by continuing employees after the merger (as defined in the merger agreement), will be substituted with RSUs for shares of VMware Class A common stock) multiplied by $15.00 and (g) a maximum of 1,040,000 shares of Class A common stock as of October 15, 2019 underlying outstanding purchase rights under Pivotal’s 2018 Employee Stock Purchase Plan multiplied by $15.00.

**

The amount of the filing fee, calculated in accordance with Rule 0-11(c) of the Exchange Act was calculated by multiplying $4,014,941,052.34 by 0.0001298.

 

x

Check the box if any part of the fee is offset as provided by Exchange Act 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:

$521,139.35

Filing Party:

Pivotal Software, Inc.

Form or Registration No.:

Schedule 14A

Date Filed:

November 4, 2019

 

 

 

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INTRODUCTION

 

This Amendment No. 1 to the Rule 13e-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (as amended, this “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Exchange Act, by (a) Pivotal Software, Inc., a Delaware corporation (“Pivotal”), the issuer of the shares of Class A common stock, par value $0.01 per share (the “Class A common stock”) and Class B common stock, par value $0.01 per share (the “Class B common stock” and, collectively, the “common stock”) that are the subject of the Rule 13e-3 transaction; (b) VMware, Inc., a Delaware corporation (“VMware”); (c) Raven Transaction Sub, Inc., a Delaware corporation and a wholly owned subsidiary of VMware (“merger sub”); (d) Dell Technologies Inc., a Delaware corporation (“Dell”); (e) Denali Intermediate Inc., a Delaware corporation and wholly owned subsidiary of Dell; (f) EMC Corporation, a Massachusetts corporation and an indirect wholly owned subsidiary of Dell (“EMC Corporation”); (g) VMW Holdco LLC, a Delaware limited liability company and indirect wholly owned subsidiary of Dell (“VMW Holdings”); and (h) EMC Equity Assets LLC, a Delaware limited liability company and wholly owned subsidiary of Dell (“EMC LLC”). Collectively, the persons filing this Transaction Statement are referred to as the “filing persons.”

 

This Transaction Statement relates to the Agreement and Plan of Merger, dated as of August 22, 2019 (the “merger agreement”), by and among Pivotal, VMware and merger sub. The merger agreement provides that merger sub will merge with and into Pivotal, with Pivotal continuing as the surviving corporation and becoming a wholly owned subsidiary of VMware (the “merger”).

 

If the merger is completed, subject to the terms of the merger agreement, shares of the Class A common stock, other than shares held in treasury or shares owned by Dell, EMC Corporation, VMW Holdings, VMware or merger sub that are not held on behalf of unaffiliated third parties (collectively, the “excluded Class A shares”) and other than shares issued and outstanding immediately prior to the effective time of the merger that are held by any holder who is entitled to demand and properly demands appraisal of such shares of Class A common stock in compliance with section 262 of the Delaware General Corporation Law, will receive $15.00 in cash, without interest, and subject to deduction for any required withholding tax, for each share of Class A common stock held. Dell will receive 0.0550 of a share of VMware Class B common stock, par value $0.01 per share (the “VMware Class B common stock”), for each share of the Class B common stock it owns (other than each share of the Class B common stock beneficially owned by VMware), or approximately 7.2 million shares of VMware Class B common stock. The outstanding shares of Class B common stock that are held by VMware will be cancelled as part of the merger. Treatment of outstanding equity awards and outstanding purchase rights under Pivotal’s 2013 and 2018 Equity Incentive Plans and Pivotal’s 2018 Employee Stock Purchase Plan is described in greater detail in the Proxy Statement (defined below) under “The Merger Agreement—Treatment of Options,” “—Treatment of RSUs,” and “—Treatment of the ESPP.” Further, following completion of the merger, the shares of Class A common stock will cease to be listed on the New York Stock Exchange and registration of the Class A common stock under the Exchange Act will be terminated.

 

The merger and the merger agreement have been approved by the board of directors of each of VMware (acting upon the unanimous recommendation of a special committee of the independent and disinterested directors previously appointed (the “VMware Special Committee”)) and Pivotal (acting upon the unanimous recommendation of a special committee of the independent and disinterested directors previously appointed (the “Pivotal Special Committee”)).

 

Concurrently with the filing of this Transaction Statement, Pivotal is filing a notice of meeting and an amended proxy statement (the “Proxy Statement”) under Section 14(a) of the Exchange Act, with respect to the special meeting of stockholders, at which the stockholders will be asked to consider and vote on (1) a proposal to adopt and approve the merger agreement (the “merger agreement proposal”) and (2) a proposal to adjourn or postpone Pivotal’s special meeting, if necessary or appropriate, to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting to adopt and approve the merger agreement (the “adjournment proposal”). A copy of the Proxy Statement is attached hereto as Exhibit (a)(1) and a copy of the merger agreement is attached as Annex A to the Proxy Statement. Adoption and approval of the merger agreement requires the affirmative vote of the holders of: (i) at least a majority of the outstanding shares of Class A common stock not owned by VMware or any of its affiliates, including Dell and EMC LLC, (ii) at least a majority of the outstanding shares of Class A common stock, (iii) at least a majority of the outstanding shares of Class B common stock and (iv) at least a majority of the

 

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combined voting power of the outstanding shares of Class A common stock and Class B common stock, voting together as a single class.

 

The approval of the merger agreement proposal is a condition to the completion of the merger. The approval of the adjournment proposal is not a condition to the completion of the merger.

 

Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Proxy Statement, including all annexes thereto, is expressly incorporated herein by reference in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto. The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion.

 

All information contained in this Transaction Statement concerning any of the filing persons has been provided by such filing person and no filing person has produced any disclosure with respect to any other filing persons.

 

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TABLE OF CONTENTS

 

ITEM 1. SUMMARY TERM SHEET

4

ITEM 2. SUBJECT COMPANY INFORMATION

4

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSONS

5

ITEM 4. TERMS OF THE TRANSACTION

5

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS

7

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS

8

ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS

9

ITEM 8. FAIRNESS OF THE TRANSACTION

11

ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS

13

ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION

14

ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY

14

ITEM 12. THE SOLICITATION OR RECOMMENDATION

15

ITEM 13. FINANCIAL STATEMENTS

16

ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED

16

ITEM 15. ADDITIONAL INFORMATION

16

ITEM 16. EXHIBITS

17

 

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ITEM 1. SUMMARY TERM SHEET

 

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“Questions and Answers About the Special Meeting and Merger”

 

ITEM 2. SUBJECT COMPANY INFORMATION

 

(a) Name and Address.

 

Pivotal Software, Inc.

875 Howard Street, Fifth Floor

San Francisco, California 94103

(415) 777-4868

 

(b) Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“The Special Meeting of Pivotal’s Stockholders—Who Can Vote at the Special Meeting”

 

“Important Information About Pivotal Software, Inc.—Security Ownership of Certain Beneficial Owners and Management”

 

(c) Trading Market and Price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

 

“Important Information About Pivotal Software, Inc.—Market Price of Pivotal’s Class A Common Stock and Dividend Information”

 

(d) Dividends. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“The Merger Agreement—Conduct of Business Pending the Merger”

 

“Important Information About Pivotal Software, Inc.—Market Price of Pivotal’s Class A Common Stock and Dividend Information”

 

(e) Prior Public Offerings. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

 

“Important Information About Pivotal Software, Inc.—Prior Public Offerings”

 

(f) Prior Stock Purchases. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Special Factors—Recommendation of the Pivotal Special Committee and the Pivotal Board of Directors; Purposes and Reasons for the Merger; Fairness of the Merger”

 

“Special Factors—Interests of Pivotal’s Directors and Executive Officers in the Merger”

 

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“Important Information About Pivotal Software, Inc.—Transactions in Common Stock by the Buyer Group”

 

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSONS

 

(a)—(c) Name and Address; Business and Background of Entities; Business and Background of Natural Persons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“The Parties to the Merger—Pivotal Software, Inc.”

 

“The Parties to the Merger—VMware, Inc.”

 

“The Parties to the Merger—Raven Transaction Sub, Inc.”

 

“Important Information About Pivotal Software, Inc.—Pivotal Background”

 

“Important Information About Pivotal Software, Inc.—Directors and Executive Officers”

 

“Important Information About Pivotal Software, Inc.—Security Ownership of Certain Beneficial Owners and Management”

 

“Important Information About the Buyer Group”

 

“Where You Can Find More Information”

 

ITEM 4. TERMS OF THE TRANSACTION

 

(a)(1) Material Terms—Tender Offers. Not applicable.

 

(a)(2) Material Terms—Merger or Similar Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“Questions and Answers About the Special Meeting and Merger”

 

“The Special Meeting of Pivotal’s Stockholders—Votes Required”

 

“Special Factors—Background of the Merger”

 

“Special Factors—Recommendation of the Pivotal Special Committee and the Pivotal Board of Directors; Purposes and Reasons for the Merger; Fairness of the Merger”

 

“Special Factors—Opinion of Financial Advisor to the Pivotal Special Committee (Morgan Stanley)”

 

“Special Factors—Opinion and Materials of Financial Advisor to the VMware Special Committee (Lazard)”

 

“Special Factors—Opinion and Materials of Financial Advisor to Dell (Moelis & Company)”

 

“Special Factors—Presentations of Financial Advisor to Dell (Goldman Sachs)”

 

“Special Factors—Purposes and Reasons of the Buyer Group for the Merger”

 

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“Special Factors—Position of the Buyer Group as to the Fairness of the Merger”

 

“Special Factors—Sources and Amounts of Funds or other Consideration; Expenses”

 

“Special Factors—Plans for Pivotal After the Merger”

 

“Special Factors—Certain Effects of the Merger”

 

“Special Factors—Interests of Pivotal’s Directors and Executive Officers in the Merger”

 

“Special Factors—Accounting Treatment of the Merger”

 

“Special Factors—Material U.S. Federal Income Tax Consequences of the Merger”

 

“The Merger Agreement—The Merger”

 

“The Merger Agreement—Consideration to be Received in the Merger”

 

“The Merger Agreement—Payment for the Class A Common Stock”

 

“The Merger Agreement—Class B Conversion”

 

“The Merger Agreement—Treatment of Options”

 

“The Merger Agreement—Treatment of RSUs”

 

“The Merger Agreement—Treatment of the ESPP”

 

“The Merger Agreement—Conditions to Completion of the Merger”

 

“Annex A—Agreement and Plan of Merger”

 

(c) Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“Questions and Answers About the Special Meeting and Merger”

 

“Special Factors—Certain Effects of the Merger”

 

“Special Factors—Interests of Pivotal’s Directors and Executive Officers in the Merger”

 

“The Merger Agreement—Consideration to be Received in the Merger”

 

“The Merger Agreement—Payment for the Class A Common Stock”

 

“The Merger Agreement—Class B Conversion”

 

“The Merger Agreement—Treatment of Options”

 

“The Merger Agreement—Treatment of RSUs”

 

“The Merger Agreement—Treatment of the ESPP”

 

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“Annex A—Agreement and Plan of Merger”

 

(d) Appraisal Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“Questions and Answers About the Special Meeting and Merger”

 

“The Merger Agreement—Consideration to be Received in the Merger”

 

“Appraisal Rights”

 

“Annex E—Section 262 of the Delaware General Corporation Law”

 

(e) Provisions for Unaffiliated Security Holders. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

 

“Provisions for Unaffiliated Stockholders”

 

(f) Eligibility for Listing or Trading. Not applicable.

 

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS

 

(a) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Special Factors—Interests of Pivotal’s Directors and Executive Officers in the Merger”

 

“Important Information About Pivotal Software, Inc.—Transactions in Common Stock by the Buyer Group”

 

“Important Information About Pivotal Software, Inc.—Transactions Between Pivotal and the Members of the Buyer Group”

 

“Important Information About Pivotal Software, Inc.—Transactions Between Members of the Buyer Group and Pivotal’s Directors”

 

“Annex A—Agreement and Plan of Merger”

 

(b)—(c) Significant Corporate Events; Negotiations or Contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“Special Factors—Background of the Merger”

 

“Special Factors—Recommendation of the Pivotal Special Committee and the Pivotal Board of Directors; Purposes and Reasons for the Merger; Fairness of the Merger”

 

“Special Factors—Purposes and Reasons of the Buyer Group for the Merger”

 

“Special Factors—Position of the Buyer Group as to the Fairness of the Merger”

 

“Special Factors—Sources and Amounts of Funds or other Consideration; Expenses”

 

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“Special Factors—Plans for Pivotal After the Merger”

 

“Special Factors—Interests of Pivotal’s Directors and Executive Officers in the Merger”

 

“Important Information About Pivotal Software, Inc.—Transactions in Common Stock by the Buyer Group”

 

“Important Information About Pivotal Software, Inc.—Transactions Between Pivotal and the Members of the Buyer Group”

 

“Annex A—Agreement and Plan of Merger”

 

(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“Questions and Answers About the Special Meeting and Merger”

 

“The Special Meeting of Pivotal’s Stockholders—Votes Required”

 

“Special Factors—Background of the Merger”

 

“Special Factors—Recommendation of the Pivotal Special Committee and the Pivotal Board of Directors; Purposes and Reasons for the Merger; Fairness of the Merger”

 

“Special Factors—Purposes and Reasons of the Buyer Group for the Merger”

 

“Special Factors—Certain Effects of the Merger”

 

“Special Factors—Interests of Pivotal’s Directors and Executive Officers in the Merger”

 

“The Merger Agreement”

 

“Voting Agreement”

 

“Consent and Support Agreement”

 

“Important Information About Pivotal Software, Inc.—Transactions Between Pivotal and the Members of the Buyer Group”

 

“Annex A—Agreement and Plan of Merger”

 

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS

 

(b) Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“Questions and Answers About the Special Meeting and Merger”

 

“Special Factors—Plans for Pivotal After the Merger”

 

“Special Factors—Certain Effects of the Merger”

 

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“Special Factors—Interests of Pivotal’s Directors and Executive Officers in the Merger”

 

“The Merger Agreement—Consideration to be Received in the Merger”

 

“The Merger Agreement—Payment for the Class A Common Stock”

 

“The Merger Agreement—Class B Conversion”

 

“The Merger Agreement—Treatment of Options”

 

“The Merger Agreement—Treatment of RSUs”

 

“The Merger Agreement—Treatment of the ESPP”

 

“Annex A—Agreement and Plan of Merger”

 

(c)(1)—(8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“Questions and Answers About the Special Meeting and Merger”

 

“Special Factors—Background of the Merger”

 

“Special Factors—Recommendation of the Pivotal Special Committee and the Pivotal Board of Directors; Purposes and Reasons for the Merger; Fairness of the Merger”

 

“Special Factors—Purposes and Reasons of the Buyer Group for the Merger”

 

“Special Factors—Position of the Buyer Group as to the Fairness of the Merger”

 

“Special Factors—Sources and Amounts of Funds or other Consideration; Expenses”

 

“Special Factors—Plans for Pivotal After the Merger”

 

“Special Factors—Certain Effects of the Merger”

 

“Special Factors—Interests of Pivotal’s Directors and Executive Officers in the Merger”

 

“The Merger Agreement”

 

“Important Information About Pivotal Software, Inc.—Transactions Between Pivotal and the Members of the Buyer Group”

 

“Annex A—Agreement and Plan of Merger”

 

ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS

 

(a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“Special Factors—Background of the Merger”

 

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“Special Factors—Recommendation of the Pivotal Special Committee and the Pivotal Board of Directors; Purposes and Reasons for the Merger; Fairness of the Merger”

 

“Special Factors—Purposes and Reasons of the Buyer Group for the Merger”

 

“Special Factors—Position of the Buyer Group as to the Fairness of the Merger”

 

(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Special Factors—Background of the Merger”

 

“Special Factors—Recommendation of the Pivotal Special Committee and the Pivotal Board of Directors; Purposes and Reasons for the Merger; Fairness of the Merger”

 

“Special Factors—Purposes and Reasons of the Buyer Group for the Merger”

 

(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“Special Factors—Background of the Merger”

 

“Special Factors—Recommendation of the Pivotal Special Committee and the Pivotal Board of Directors; Purposes and Reasons for the Merger; Fairness of the Merger”

 

“Special Factors—Purposes and Reasons of the Buyer Group for the Merger”

 

“Special Factors—Position of the Buyer Group as to the Fairness of Merger”

 

(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“Questions and Answers About the Special Meeting and Merger”

 

“Special Factors—Background of the Merger”

 

“Special Factors—Recommendation of the Pivotal Special Committee and the Pivotal Board of Directors; Purposes and Reasons for the Merger; Fairness of the Merger”

 

“Special Factors—Purposes and Reasons of the Buyer Group for the Merger”

 

“Special Factors—Position of the Buyer Group as to the Fairness of the Merger”

 

“Special Factors—Plans for Pivotal After the Merger”

 

“Special Factors—Certain Effects of the Merger”

 

“Special Factors—Interests of Pivotal’s Directors and Executive Officers in the Merger”

 

“Special Factors—Accounting Treatment of the Merger”

 

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“Special Factors—Material U.S. Federal Income Tax Consequences of the Merger”

 

“Unaudited Comparative Per Share Information”

 

“The Merger Agreement—The Merger”

 

“The Merger Agreement—Directors and Officers”

 

“The Merger Agreement—Consideration to Be Received in the Merger”

 

“The Merger Agreement—Payment for the Class A Common Stock”

 

“The Merger Agreement—Class B Conversion”

 

“The Merger Agreement—Treatment of Options”

 

“The Merger Agreement—Treatment of RSUs”

 

“The Merger Agreement—Treatment of the ESPP”

 

“Appraisal Rights”

 

“Annex A—Agreement and Plan of Merger”

 

“Annex E—Section 262 of the Delaware General Corporation Law”

 

ITEM 8. FAIRNESS OF THE TRANSACTION

 

(a)—(b) Fairness; Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“Questions and Answers About the Special Meeting and Merger”

 

“Special Factors—Background of the Merger”

 

“Special Factors—Recommendation of the Pivotal Special Committee and the Pivotal Board of Directors; Purposes and Reasons for the Merger; Fairness of the Merger”

 

“Special Factors—Opinion of Financial Advisor to the Pivotal Special Committee (Morgan Stanley)”

 

“Special Factors—Opinion and Materials of Financial Advisor to the VMware Special Committee (Lazard)”

 

“Special Factors—Opinion and Materials of Financial Advisor to Dell (Moelis & Company)”

 

“Special Factors—Presentations of Financial Advisor to Dell (Goldman Sachs)”

 

“Special Factors—Position of the Buyer Group as to the Fairness of the Merger”

 

“Special Factors—Interests of Pivotal’s Directors and Executive Officers in the Merger”

 

“Annex B—Opinion of Morgan Stanley & Co. LLC”

 

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“Annex C—Opinion of Lazard Frères & Company”

 

“Annex D—Opinion of Moelis & Company LLC”

 

The presentation materials dated July 31, 2019, August 5, 2019, August 8, 2019, August 14, 2019, August 20, 2019 and August 22, 2019, each prepared by Morgan Stanley & Co. LLC and reviewed by the Pivotal Special Committee, are attached hereto as Exhibits (c)(1)—(7) and are incorporated by reference herein.

 

The presentation materials dated July 25, 2019, July 30, 2019, August 14, 2019 and August 21, 2019, prepared by Lazard Frères & Company and reviewed by the VMware Special Committee are attached hereto as Exhibits (c)(9)–(12) and are incorporated by reference herein.

 

The presentation materials dated August 13, 2019 and August 21, 2019, each prepared by Goldman Sachs & Co. LLC and reviewed by the board of directors of Dell (the “Dell Board”), are attached hereto as Exhibits (c)(14) and (c)(15) and are incorporated by reference herein.

 

The presentation materials dated August 21, 2019, prepared by Moelis & Company LLC and reviewed by the Dell Board, are attached hereto as Exhibits (c)(16) and (c)(17) and are incorporated by reference herein.

 

(c) Approval of Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“Questions and Answers About the Special Meeting and Merger”

 

“The Special Meeting of Pivotal’s Stockholders—Votes Required”

 

“Special Factors—Background of the Merger”

 

“Special Factors—Recommendation of the Pivotal Special Committee and the Pivotal Board of Directors; Purposes and Reasons for the Merger; Fairness of the Merger”

 

“Special Factors—Position of the Buyer Group as to the Fairness of the Merger”

 

“The Merger Agreement—Conditions to Completion of the Merger”

 

(d) Unaffiliated Representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“Questions and Answers About the Special Meeting and Merger”

 

“Special Factors—Background of the Merger”

 

“Special Factors—Recommendation of the Pivotal Special Committee and the Pivotal Board of Directors; Purposes and Reasons for the Merger; Fairness of the Merger”

 

“Special Factors—Opinion of Financial Advisor to the Pivotal Special Committee (Morgan Stanley)”

 

“Annex B—Opinion of Morgan Stanley & Co. LLC”

 

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(e) Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“Questions and Answers About the Special Meeting and Merger”

 

“The Special Meeting of Pivotal’s Stockholders—Time, Place and Purpose of the Special Meeting”

 

“Special Factors—Background of the Merger”

 

“Special Factors—Recommendation of the Pivotal Special Committee and the Pivotal Board of Directors; Purposes and Reasons for the Merger; Fairness of the Merger”

 

“Special Factors—Position of the Buyer Group as to the Fairness of the Merger”

 

(f) Other Offers. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

 

“Special Factors—Background of the Merger”

 

ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS

 

(a)—(b) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“Questions and Answers About the Special Meeting and Merger”

 

“Special Factors—Background of the Merger”

 

“Special Factors—Recommendation of the Pivotal Special Committee and the Pivotal Board of Directors; Purposes and Reasons for the Merger; Fairness of the Merger”

 

“Special Factors—Opinion of Financial Advisor to the Pivotal Special Committee (Morgan Stanley)”

 

“Special Factors—Opinion and Materials of Financial Advisor to the VMware Special Committee (Lazard)”

 

“Special Factors—Opinion and Materials of Financial Advisor to Dell (Moelis & Company)”

 

“Special Factors—Presentations of Financial Advisor to Dell (Goldman Sachs)”

 

“Special Factors—Position of the Buyer Group as to the Fairness of the Merger”

 

“Annex B—Opinion of Morgan Stanley & Co. LLC”

 

“Annex C—Opinion of Lazard Frères & Company”

 

“Annex D—Opinion of Moelis & Company LLC”

 

The presentation materials dated July 31, 2019, August 5, 2019, August 8, 2019, August 14, 2019, August 20, 2019 and August 22, 2019, each prepared by Morgan Stanley & Co. LLC and reviewed

 

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by the Pivotal Special Committee, are attached hereto as Exhibits (c)(1)—(7) and are incorporated by reference herein.

 

The presentation materials dated July 25, 2019, July 30, 2019, August 14, 2019 and August 21, 2019, prepared by Lazard Frères & Company and reviewed by the VMware Special Committee are attached hereto as Exhibits (c)(9)–(12) and are incorporated by reference herein.

 

The presentation materials dated August 13, 2019 and August 21, 2019, each prepared by Goldman Sachs & Co. LLC and reviewed by the Dell Board, are attached hereto as Exhibits (c)(14) and (c)(15) and are incorporated by reference herein.

 

The presentation materials dated August 21, 2019, prepared by Moelis & Company LLC and reviewed by the Dell Board, are attached hereto as Exhibits (c)(16) and (c)(17) and are incorporated by reference herein.

 

(c) Availability of Documents. The reports, opinions or appraisals referenced in this Item 9 are filed herewith and will be made available for inspection and copying at the principal executive offices of Pivotal during its regular business hours by any interested holder of Class A or Class B common stock or representative who has been designated in writing, and copies may be obtained by requesting them in writing from Pivotal at the email address provided under the caption “Where You Can Find More Information” in the Proxy Statement, which is incorporated herein by reference.

 

ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION

 

(a)—(b) Source of Funds; Conditions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“The Special Meeting of Pivotal’s Stockholders—Solicitation of Proxies”

 

“Special Factors—Sources and Amounts of Funds or other Consideration; Expenses”

 

“The Merger Agreement—Financing”

 

“Annex A—Agreement and Plan of Merger”

 

(c) Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“Special Factors—Sources and Amounts of Funds or other Consideration; Expenses”

 

“The Merger Agreement—Financing”

 

“The Merger Agreement—Termination Fees and Expenses”

 

(d) Borrowed Funds. None.

 

ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY

 

(a) Securities Ownership. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

 

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“Important Information About Pivotal Software, Inc.—Security Ownership of Certain Beneficial Owners and Management”

 

(b) Securities Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Voting Agreement”

 

“Consent and Support Agreement”

 

“Important Information About Pivotal Software, Inc.—Security Ownership of Certain Beneficial Owners and Management”

 

“Important Information About Pivotal Software, Inc.—Transactions in Common Stock by the Buyer Group”

 

“Important Information About Pivotal Software, Inc.—Transactions Between Pivotal and the Members of the Buyer Group”

 

ITEM 12. THE SOLICITATION OR RECOMMENDATION

 

(d) Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“Questions and Answers About the Special Meeting and Merger”

 

“Special Factors—Background of the Merger”

 

“Special Factors—Recommendation of the Pivotal Special Committee and the Pivotal Board of Directors; Purposes and Reasons for the Merger; Fairness of the Merger”

 

“The Merger Agreement—Commercially Reasonable Efforts; Other Agreements”

 

“Voting Agreement”

 

“Consent and Support Agreement”

 

(e) Recommendations of Others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Questions and Answers About the Special Meeting and Merger”

 

“The Special Meeting of Pivotal’s Stockholders—Time, Place and Purpose of the Special Meeting”

 

“The Special Meeting of Pivotal’s Stockholders—Voting by Proxy”

 

“Special Factors—Background of the Merger”

 

“Special Factors—Recommendation of the Pivotal Special Committee and the Pivotal Board of Directors; Purposes and Reasons for the Merger; Fairness of the Merger”

 

“Special Factors—Position of the Buyer Group as to the Fairness of the Merger”

 

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“The Merger Agreement—No Solicitation; Recommendations of the Merger”

 

ITEM 13. FINANCIAL STATEMENTS

 

(a) Financial Information. The audited financial statements set forth in Pivotal’s Annual Report on Form 10-K for the year ended February 1, 2019 and the unaudited financial statements set forth in Pivotal’s Quarterly Reports on Form 10-Q for the quarterly periods ended May 3, 2019 and August 2, 2019 are incorporated by reference herein. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Selected Consolidated Financial Data of Pivotal”

 

“Unaudited Comparative Per Share Information”

 

“Where You Can Find More Information”

 

(b) Pro Forma Information. Not applicable.

 

ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED

 

(a)—(b) Solicitations or Recommendations; Employees and Corporate Assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“Summary Term Sheet”

 

“Questions and Answers About the Special Meeting and Merger”

 

“The Special Meeting of Pivotal’s Stockholders—Solicitation of Proxies”

 

“Special Factors—Background of the Merger”

 

“The Merger Agreement—Termination Fees and Expenses”

 

“Important Information About the Buyer Group”

 

ITEM 15. ADDITIONAL INFORMATION

 

(b) Golden Parachute Compensation. Not applicable.

 

(c) Other Material Information. The information set forth in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

 

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ITEM 16. EXHIBITS

 

Exhibit
No.

 

Description

 

 

 

(a)(1)

 

Preliminary Proxy Statement of Pivotal Software, Inc. (incorporated by reference to the Schedule 14A filed concurrently with this Transaction Statement by Pivotal Software, Inc. with the SEC).

 

 

 

(a)(2)

 

Form of Preliminary Proxy Card (incorporated by reference to the Proxy Statement).

 

 

 

(a)(3)

 

Letter to Stockholders of Pivotal Software, Inc. (incorporated by reference to the Proxy Statement).

 

 

 

(a)(4)

 

Notice of Special Meeting of Stockholders of Pivotal Software, Inc. (incorporated by reference to the Proxy Statement).

 

 

 

(a)(5)

 

Current Report on Form 8-K of Pivotal Software, Inc. dated August 14, 2019 (incorporated by reference to Pivotal Software, Inc.’s filing with the SEC on August 15, 2019).

 

 

 

(a)(6)

 

Joint Press Release dated August 22, 2019 issued by Pivotal Software, Inc. and VMware, Inc. (incorporated by reference to Exhibit 99.1 to Pivotal Software, Inc.’s Current Report filed on Form 8-K with the SEC on August 22, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(7)

 

Email to Employees and Blog Posting of Pivotal Software, Inc. dated August 22, 2019 (incorporated by reference to Pivotal Software, Inc.’s filing with the SEC on August 22, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(8)

 

Email to Customers of Pivotal Software, Inc. dated August 22, 2019 (incorporated by reference to Pivotal Software, Inc.’s filing with the SEC on August 22, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(9)

 

Website Pages of Pivotal Software, Inc. dated August 22, 2019 (incorporated by reference to Pivotal Software, Inc.’s filing with the SEC on August 22, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(10)

 

Town Hall Announcement and Slack Invitation of Pivotal Software, Inc. dated August 22, 2019 (incorporated by reference to Pivotal Software, Inc.’s filing with the SEC on August 22, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(11)

 

Social Media Postings and Blog Posting of Pivotal Software, Inc. dated August 22, 2019 (incorporated by reference to Pivotal Software, Inc.’s filing with the SEC on August 22, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(12)

 

External Q&A of Pivotal Software, Inc. dated August 22, 2019 (incorporated by reference to Pivotal Software, Inc.’s filing with the SEC on August 22, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(13)

 

Inside Dell Blog Posting and Email to Employees of Dell Technologies Inc. dated August 22, 2019 (incorporated by reference to Dell Technologies Inc.’s filing with the SEC on August 22, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(14)

 

Email to Industry Analysts of Pivotal Software, Inc. dated August 22, 2019 (incorporated by reference to Pivotal Software, Inc.’s filing with the SEC on August 23, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(15)

 

VMware, Inc. Transaction Overview dated August 22, 2019, posted to VMware’s Investor Relations Page (incorporated by reference to VMware, Inc.’s filing with the SEC on August 23, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(16)

 

VMware, Inc.’s Second Quarter Earnings Announcement Slides dated August 22, 2019, posted to VMware, Inc.’s Investor Relations Page (Excerpts) (incorporated by reference to VMware, Inc.’s filing with the SEC on August 23, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

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(a)(17)

 

Emails to Employees of VMware, Inc. dated August 22, 2019 (incorporated by reference to VMware, Inc.’s filing with the SEC on August 23, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(18)

 

VMware, Inc. Blog Posting dated August 22, 2019 regarding Pivotal transaction (incorporated by reference to VMware, Inc.’s filing with the SEC on August 23, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(19)

 

VMware, Inc.’s Spokesperson FAQs regarding Transactions Announcement dated August 22, 2019 (incorporated by reference to VMware, Inc.’s filing with the SEC on August 23, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(20)

 

VMware, Inc.’s Q2’FY20 Earnings Call Transcript dated August 22, 2019 (Pivotal excerpts) (incorporated by reference to VMware, Inc.’s filing with the SEC on August 23, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(21)

 

Email to Employees of VMware, Inc. regarding Customer Operations dated August 22, 2019 (incorporated by reference to VMware, Inc.’s filing with the SEC on August 23, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(22)

 

CEO Email to Employees of VMware, Inc. dated August 22, 2019 (incorporated by reference to VMware, Inc.’s filing with the SEC on August 23, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(23)

 

Tweets from the VMware, Inc. Twitter Account dated August 22, 2019 (incorporated by reference to VMware, Inc.’s filing with the SEC on August 23, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(24)

 

Current Report on Form 8-K of VMware, Inc. dated August 22, 2019 (incorporated by reference to Pivotal Software, Inc.’s filing with the SEC on August 27, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(25)

 

Internal Employee Q&A of Pivotal Software, Inc. dated August 23, 2019 (incorporated by reference to Pivotal Software, Inc.’s filing with the SEC on August 23, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(26)

 

Communication to Dell Global Sales Community of Dell Technologies Inc., dated August 23, 2019 (incorporated by reference to Dell Technologies Inc.’s filing with the SEC on August 23, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(27)

 

Transcript of VMworld Strategy Session and Supplemental Slides dated August 28, 2019 (incorporated by reference to Pivotal Software, Inc.’s filing with the SEC on August 30, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(28)

 

VMware, Inc. Customer Communication dated August 28, 2019 (incorporated by reference to VMware, Inc.’s filing with the SEC on August 28, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(29)

 

Excerpt from the transcript of Dell Technologies Inc.’s earnings call held on August 29, 2019 (incorporated by reference to Dell Technologies Inc.’s filing with the SEC on August 30, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(30)

 

Email to Employees of Pivotal Software, Inc. dated August 30, 2019 (incorporated by reference to Pivotal Software, Inc.’s filing with the SEC on August 30, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(31)

 

Transcript of Sanjay Poonen Appearance on Mad Money dated September 10, 2019 (incorporated by reference to VMware, Inc.’s filing with the SEC on September 11, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(32)

 

Article Published by Computerworld dated September 13, 2019 (incorporated by reference to Pivotal Software, Inc.’s filing with the SEC on September 16, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

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(a)(33)

 

Internal Employee Q&A of Pivotal Software, Inc. dated September 24, 2019 (incorporated by reference to Pivotal Software, Inc.’s filing with the SEC on September 25, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

(a)(34)

 

Town Hall Presentation of Pivotal Software, Inc. dated October 3, 2019 (incorporated by reference to Pivotal Software, Inc.’s filing with the SEC on October 3, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

 

(a)(35)

 

Transcript of SpringOne Platform 2019 Conference dated October 8, 2019 (incorporated by reference to Pivotal Software, Inc.’s filing with the SEC on October 10, 2019 pursuant to Rule 14a-12 of the Exchange Act).

 

 

 

 

(c)(1)*

 

Presentation materials of Morgan Stanley & Co. LLC to the Pivotal Special Committee dated July 31, 2019.

 

 

 

(c)(2)*

 

Presentation materials of Morgan Stanley & Co. LLC to the Pivotal Special Committee and the Pivotal Board dated August 5, 2019.

 

 

 

(c)(3)*

 

Additional presentation materials of Morgan Stanley & Co. LLC to the Pivotal Special Committee and the Pivotal Board dated August 5, 2019.

 

 

 

(c)(4)*

 

Presentation materials of Morgan Stanley & Co. LLC to the Pivotal Special Committee dated August 8, 2019.

 

 

 

(c)(5)*

 

Presentation materials of Morgan Stanley & Co. LLC to the Pivotal Special Committee dated August 14, 2019.

 

 

 

(c)(6)*

 

Presentation materials of Morgan Stanley & Co. LLC to the Pivotal Special Committee dated August 20, 2019.

 

 

 

(c)(7)*

 

Presentation materials of Morgan Stanley & Co. LLC to the Pivotal Special Committee dated August 22, 2019.

 

 

 

(c)(8)

 

Opinion of Morgan Stanley & Co. LLC to the Pivotal Special Committee dated August 22, 2019 (incorporated by reference to Annex B of the Proxy Statement).

 

 

 

 

(c)(9)**†

 

Presentation materials of Lazard Frères & Company to the VMware Special Committee dated July 25, 2019.

 

 

 

(c)(10)*

 

Presentation materials of Lazard Frères & Company to the VMware Special Committee dated July 30, 2019.

 

 

 

(c)(11)*

 

Presentation materials of Lazard Frères & Company to the VMware Special Committee dated August 14, 2019.

 

 

 

(c)(12)*

 

Presentation materials of Lazard Frères & Company to the VMware Special Committee dated August 21, 2019.

 

 

 

(c)(13)

 

Opinion of Lazard Frères & Company to the VMware Special Committee dated August 21, 2019 (incorporated by reference to Annex C of the Proxy Statement).

 

 

 

(c)(14)*

 

Presentation materials of Goldman Sachs & Co. LLC to the Dell Board dated August 13, 2019.

 

 

 

(c)(15)*

 

Presentation materials of Goldman Sachs & Co. LLC to the Dell Board dated August 21, 2019.

 

 

 

(c)(16)*

 

Draft Presentation materials of Moelis & Company LLC to the Dell Board dated August 21, 2019.

 

 

 

(c)(17)*

 

Presentation materials of Moelis & Company LLC to the Dell Board dated August 21, 2019.

 

 

 

(c)(18)

 

Opinion of Moelis & Company LLC to the Dell Board dated August 21, 2019 (incorporated by reference to Annex D of the Proxy Statement).

 

 

 

 

(d)(1)

 

Agreement and Plan of Merger dated August 22, 2019, between Pivotal Software, Inc., VMware, Inc. and Raven Transaction Sub, Inc. (incorporated by reference to Annex A of the Proxy Statement).

 

 

 

(d)(2)

 

Voting Agreement dated August 22, 2019, between VMware, Inc., Ford Motor Company and Pivotal Software, Inc. (incorporated by reference to Exhibit 10.1 to VMware, Inc.’s Current Report filed on Form 8-K with the SEC on August 22, 2019).

 

 

 

(d)(3)

 

Consent and Support Agreement dated August 22, 2019, between VMware, Inc., Dell Technologies Inc., EMC Equity Assets LLC, EMC Corporation and VMW Holdco LLC (incorporated by reference to Exhibit 10.2 to VMware, Inc.’s Current Report filed on Form 8-K with the SEC on August 22, 2019).

 

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(d)(4)

 

Annual Report on Form 10-K of Pivotal Software, Inc. for the fiscal year ended February 1, 2019 (incorporated by reference to Pivotal Software, Inc.’s filing with the SEC on March 29, 2019).

 

 

 

(d)(5)

 

Quarterly Report on Form 10-Q of Pivotal Software, Inc. for the quarterly period ended May 3, 2019 (incorporated by reference to Pivotal Software, Inc.’s filing with the SEC on June 6, 2019).

 

 

 

(d)(6)

 

Quarterly Report on Form 10-Q of Pivotal Software, Inc. for the quarterly period ended August 2, 2019 (incorporated by reference to Pivotal Software, Inc.’s filing with the SEC on September 5, 2019).

 

 

 

(f)(1)

 

Section 262 of the Delaware General Corporation Law (incorporated by reference to Annex E of the Proxy Statement).

 

 

 

(g)(1)

 

None.

 

* Previously filed on October 10, 2019.

** To be filed herewith.

† Certain portions of this exhibit have been redacted and separately filed with the SEC pursuant to a request for confidential treatment.

 

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SIGNATURES

 

After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated as of November 4, 2019

 

 

PIVOTAL SOFTWARE, INC.

 

 

 

 

By:

/s/ Andrew M. Cohen

 

Name:

Andrew M. Cohen

 

Title:

Senior Vice President, General Counsel and Corporate Secretary

 

 

 

 

VMWARE, INC.

 

 

 

 

By:

/s/ Craig Norris

 

Name:

Craig Norris

 

Title:

Vice President, Deputy General Counsel and Assistant Secretary

 

 

 

 

RAVEN TRANSACTION SUB, INC.

 

 

 

 

By:

/s/ Craig Norris

 

Name:

Craig Norris

 

Title:

President

 

 

 

 

DELL TECHNOLOGIES INC.

 

 

 

 

By:

/s/ Robert L. Potts

 

Name:

Robert L. Potts

 

Title:

Senior Vice President and Assistant Secretary

 

 

 

 

DENALI INTERMEDIATE INC.

 

 

 

 

By:

/s/ Robert L. Potts

 

Name:

Robert L. Potts

 

Title:

Senior Vice President and Assistant Secretary

 

 

 

 

EMC CORPORATION

 

 

 

 

By:

/s/ Robert L. Potts

 

Name:

Robert L. Potts

 

Title:

Senior Vice President and Assistant Secretary

 

 

 

 

VMW HOLDCO LLC

 

 

 

 

By:

/s/ Robert L. Potts

 

Name:

Robert L. Potts

 

Title:

Senior Vice President and Assistant Secretary

 

 

 

 

EMC EQUITY ASSETS LLC

 

 

 

 

By:

/s/ Robert L. Potts

 

Name:

Robert L. Potts

 

Title:

Senior Vice President and Assistant Secretary

 

21

Exhibit (c)(9)

CERTAIN PORTIONS OF THESE DISCUSSION MATERIALS HAVE BEEN OMITTED BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”). THE NON-PUBLIC INFORMATION HAS BEEN OMITTED FROM THE DISCUSSION MATERIALS HAS BEEN SEPARATELY FILED WITH THE SEC. EACH REDACTED PORTION OF THE DISCUSSION MATERIALS IS INDICATED BY A “[*]” AND IS SUBJECT TO THE REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC. THE REDACTED INFORMATION IS CONFIDENTIAL INFORMATION OF VMWARE C O N F I D E N T I A L 2 5 J U L Y 2 0 1 9 ***Confidential treatment requested on 20 pages. P R O J E C T S R A V E N / Special Committee Discussion Materials DRAFT - Presentation Materials are Highly Illustrative, Confidential and Subject to Further Revisions

 

C O N F I D E N T I A L S P E C I A L C O M M I T T E E D I S C U S S I O N M A T E R I A L S Disclaimer The information herein has been prepared by Lazard based upon information supplied by the Company or publicly available information, and portions of the information herein may be based upon certain statements, estimates and forecasts provided by the Company with respect to the anticipated future performance of the Company. We have relied upon the accuracy and completeness of the foregoing information, and have not assumed any responsibility for any independent verification of such information or any independent valuation or appraisal of any of the assets or liabilities of the Company, or any other entity, or concerning solvency or fair value of the Company or any other entity. With respect to financial forecasts, we have assumed that they have been reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of management of the Company as to the future financial performance of the Company. We assume no responsibility for and express no view as to such forecasts or the assumptions on which they are based. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise. These materials and the information contained herein are confidential and may not be disclosed publicly or made available to third parties without the prior written consent of Lazard; provided, however, that you may disclose to any and all persons the U.S. federal income tax treatment and tax structure of the transaction described herein and the portions of these materials that relate to such tax treatment or structure. These materials are preliminary and summary in nature and do not include all of the information that the Company should evaluate in considering a possible transaction. Nothing herein shall constitute a commitment or undertaking on the part of Lazard or any related party to provide any service. These materials do not constitute tax, accounting, actuarial, legal or other specialist advice, and Lazard shall have no duties or obligations to you in respect of these materials or other advice provided to you, except to the extent specifically set forth in an engagement or other written agreement, if any, that is entered into by Lazard and you.

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CERTAIN PORTIONS OF THESE DISCUSSION MATERIALS HAVE BEEN OMITTED BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”). THE NON-PUBLIC INFORMATION HAS BEEN OMITTED FROM THE DISCUSSION MATERIALS HAS BEEN SEPARATELY FILED WITH THE SEC. EACH REDACTED PORTION OF THE DISCUSSION MATERIALS IS INDICATED BY A “[*]” AND IS SUBJECT TO THE REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC. THE REDACTED INFORMATION IS CONFIDENTIAL INFORMATION OF VMWARE C O N F I D E N T I A L S P E C I A L C O M M I T T E E D I S C U S S I O N M A T E R I A L S Table of Contents ***Confidential treatment requested I RAVEN UPDATE 1 II 11 III 18 IV BENCHMARKING VAIL AGAINST PUBLIC PEERS 21 APPENDIX A 25 B Capital Structure Implications 29

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C O N F I D E N T I A L S P E C I A L C O M M I T T E E D I S C U S S I O N M A T E R I A L S I Raven Update

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S P E C I A L C O M M I T T E E D I S C U S S I O N M A T E R I A L S I R A V E N U P D A T E Raven – Diligence Update During the week of 7/15 Raven populated a data room with requests from Vail and its advisors. On 7/19, Vail and Raven held a 3-hour diligence session covering Product / R&D, GTM, Financials, and People / HR.1 The session was constructive and largely validated the views presented to the Committee previously Diligence Area Key Observations and Takeaways • R&D effort split between K8S roadmap and continuing to support existing product Data / Gemfire renewals historically in the 40-75% range; 46% of up for renewal in H2 deemed “at risk” or “expected churn”2 1 2 Lazard attended the sessions covering Product / R&D, GTM and Financials, but not the session covering People / HR. Percentages on dollar basis reflect data for customers with ACV greater than $750K. 1 R&D / Product • Product roadmap oriented toward K8S, with two major efforts underway: Re-architect PAS to run on K8S Develop products that enable developers to build and deploy on K8S Raven is taking a “no workload left behind” approach; a different approach would allow for more rapid K8S development ~88 engineers out of ~875 R&D resources focused on K8S today GTM • New logos have been difficult to come by, and those that do come with lower ACV $11m of ACV ($7m for PCF) in Q1 was mostly “true-ups” from over-consumption 18 gross new and 6 net new PCF logos in Q1 ~$120k average ACV per new logo down from ~$600k two years ago and ~$300k in all of FY19 Financials • FY20 ACV forecast reduced from $240m pre-Q1 to $160m post-Q1 (~33% reduction) ACV forecast driven by historical conversion rates on H2 pipeline: 15-20% of new logo pipeline and 50-60% of expansion pipeline Historical conversion rates imply ~$30m of ACV must be booked in Q2 to be on track for FY ACV target (Q2 flash has been requested) • Renewal data: PCF renewals historically in the 60-90% range; 18% of up for renewal in H2 deemed “at risk” or “expected churn”2 • Have not received an up-to-date LRP LRP provided was built before Q1 earnings; Raven sensitized old LRP to provide an updated view, but did not rebuild a “P times Q” bottoms-up model Vail’s “judged” view has been developed independently of the LRP, and an updated LRP should not impact management’s view DRAFT - Presentation Materials are Highly Illustrative, Confidential and Subject to Further Revisions

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S P E C I A L C O M M I T T E E D I S C U S S I O N M A T E R I A L S I R A V E N U P D A T E Raven ($ in millions) Standalone Forecast Update: Projected Growth Down 6-10 Points After Q1 FY 2020 (Ending January 31, 2020) FY 2021 (Ending January 31, 2021) 10% drop $1,200 $912 1,000 $896 $874 800 600 400 200 0 Pre-Q1 Post-Q1 Raven LRP Preliminary (Post-Q1 Vail Judged Mid-Case(Post-Q1, Sensitivity) not updated since 6/25) t e Street Consensus 5 point drop 30% 20% 10% 0% Pre-Q1 Post-Q1 Raven LRP Preliminary (Post-Q1 Vail Judged Mid-Case(Post-Q1, Sensitivity) not updated since 6/25) not e Street Consensus Source: Vail management, company filings and Wall Street research as of 7/23/19. Note:Raven fiscal year ends January 31st. 2 16% 15% 14% 23% 18%18%17% $985 $802$762$803$759$840$773 Revenue $12005% drop6% drop8% drop 1,000 800$750 600 400 200 0 Pre-Q1Post-Q1Pre-Q1Post-Q1Raven LRPRaven LRPPreliminary (Pre-Q1)(Post-Q1Vail Judged GuidanceStreet ConsensusMid-Case(Post-Q1, no Sensitivity) updated sinc 6/25) Revenue Growth 6 point drop7 point drop10 point drop 30%28% 22%22% 20%18% 10% 0% Pre-Q1Post-Q1Pre-Q1Post-Q1Raven LRPRaven LRPPreliminary (Pre-Q1)(Post-Q1Vail Judged GuidanceStreet ConsensusMid-Case(Post-Q1, Sensitivity) updated sinc 6/25) DRAFT - Presentation Materials are Highly Illustrative, Confidential and Subject to Further Revisions

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S P E C I A L C O M M I T T E E D I S C U S S I O N M A T E R I A L S I R A V E N U P D A T E Historical and Projected ($ in millions) Renewal / Churn Analysis Historical Renewal Trends 2H’20 Renewal Accounts >$750K # of Accounts Product Amount ($) 34 PCF $93 91% 87% 86% 84% 8 Data / Gemfire $19 83% 2H PCF Renewals “On Track”: 82% 74% 70% 66% 61% 2H’20 PCF Renewals1 2H’20 Data / Gemfire Renewals1 61% 2H Data / Gemfire Renewals “On Track”: 55% 59% 58% "At Risk / Expected Churn" "At Risk / Expected Churn" 49% 48% 18% 44% 40% 45% 55% "On Track" 82% "On Track" Q2'18A Q3'18A Q4'18A Q1'19A Q2'19A Q3'19A Q4'19A Q1'20A PCF Renewal Rate (%) Data / Gemfire Renewal Rate (%) Commentary  PCF renewals historically in 60% – 90% range  Data / Gemfire renewals historically in 40% – 75% range  2H’20 expected renewal rates by product in-line with historical trends Source: Raven Business Model and Renewal VDR materials (July 2019) 3 1 Percentages on dollar basis reflect data for customers with ACV greater than $750K. Total:$112 DRAFT - Presentation Materials are Highly Illustrative, Confidential and Subject to Further Revisions

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S P E C I A L C O M M I T T E E D I S C U S S I O N M A T E R I A L S I R A V E N U P D A T E ACV Analysis and Forecast ($ in millions) PCF ACV: New vs. Expansion FY’2020 ACV Forecast by Quarter $71 Expansion New $66 $59 $7 $5 $4 $2 New Logos ACV % of Total 64% 42% 53% 28% 61% 31% 23% 15% 35% 24% 31% 11% 29% Deal Count & Average PCF ACV Per New Logo 2H’20 Total Software ACV Pipeline Coverage Implied Conversion Rates 70 Coverage PCF - New 44 32 30 PCF - Expansion ~$175 49% 2.1x 119K Data Q1'18A Q2'18A Q3'18A Q4'18A Q1'19A Q2'19A Q3'19A Q4'19A Q1'20A Qualified Pipeline Forecast New Deal Count Expansion Deal Count Average PCF ACV per Deal 4 Source: Raven Business Model and Pipeline VDR materials (July 2019) Q1'17A Q2'17A Q3'17A Q4'17A Q1'18A Q2'18A Q3'18A Q4'18A Q1'19A Q2'19A Q3'19A Q4'19A Q1'20A Conversion rates in-line with historical trends must be achieved in order to be on track for FY’20 ACV target New logos have been difficult to come by, and those that do come have lower ACV ~$115 ~$15 ~$85 ~$30 ~$10 $597K62 46 35 36 38 50 26 34 20 21 15 17 $ 16 11 24 24 24 24 19 18 19 16 15 13%7.7x 33%3.0x $30 $80 $39 $11 Q1'20AQ2'20E Q3'20EQ4'20E $32 $31 $17 $42 $19 $11 $12$22 $7$5$9 $16 $11 $10 $7 $60 $25 $26 $17 $18 $11 $6$6$8 $59 $24 $19 $7 $8 11 $7 $7 Forecast Driven by Historical Conversion Rates on 2H Pipeline DRAFT - Presentation Materials are Highly Illustrative, Confidential and Subject to Further Revisions

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S P E C I A L C O M M I T T E E D I S C U S S I O N M A T E R I A L S I R A V E N U P D A T E Benchmarking Raven to Public Infrastructure Peers CY’19E-CY’20E Revenue Growth vs. CY’20E EBIT Margin (Pre-SBC) CY’19E-CY’20E Revenue Growth vs. CAC Ratio1 55% 50% 44% 25% 33% New Relic, 7.4x Raven (Judged) Raven 0% 22% (25%) 11% (50%) 0% 0% 5% 10% 15% 20% 25% 30% 0% 5% 10% 15% 20% 25% 30% Source: FactSet as of 7/23/2019. Note 1 Multiples reflect EV/CY’20 revenue. Tableau valuation metrics based on unaffected share price of $125.21 as of 6/7/2019. CAC ratio calculated as (NTM Gross Profit – LTM Gross Profit) / LTM Selling & Marketing Expense. 5 CY’19E-CY’20E Revenue Growth CY’19E-CY’20E Revenue Growth Higher CAC ratios result in 6x-10x multiples Vail, 7.0xRaven (Street) Talend, 5.7x Appian, 8.3x Lower CAC ratios result in ~4x multiples Carbon Black, 4.7x Box, 3.6x SailPoint, 5.7x Cloudera, 1.5x Nutanix, 3.3x Dropbox, 5.9x Salesforce, 6.4xNew Relic, 7.4x CyberArk, 10.2x Splunk, 8.0x Vail, 7.0x CyberArk, 10.2x Salesforce, 6.4x Splunk, 8.0x Tableau, 6.7x Dropbox, 5.9x Box, 3.6xSailPoint , 5.7x (Street) Cloudera, 1.5xTalend,Raven 5.7x(Street, Pre-Q1) Appian, 8.3x Carbon Black, 4.7x Nutanix, 3.3x Most comparable peers on a growth / margin basis CY’20E EBIT Margin (Pre-SBC) CAC Ratio DRAFT - Presentation Materials are Highly Illustrative, Confidential and Subject to Further Revisions

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S P E C I A L C O M M I T T E E D I S C U S S I O N M A T E R I A L S I R A V E N U P D A T E Benchmarking Raven Revenue Growth to Public Infrastructure Peers (cont’d) Business Mix / Performance 21% 100% 100% 97% 90% 18% 18% 86% 86% 18% 17% 17% 16% 75% 75% 75% 15% 15% 67% % Software % of Total 51% 26% 25% 25% 24% 19% 19% 17% 15% 15% 13% 17% 16% 15% 13% 8% Current Trading Valuation Multiples Excluding outliers, Raven’s public peers trade around 3.5x – 6.0x CY’20 Revenue… …or 4.0x – 6.5x Software Revenue (if no value is attributed to Services) 12.3x 8.3x 4.7x 6.6x 6.3x 5.9x 5.1x 3.6x 4.8x 1.5x 1.7x Source: FactSet as of 7/23/2019. Note:Vail management did not provide segment level forecasts. Medians exclude Raven figures. 6 1 CAC ratio calculated as (NTM Gross Profit – LTM Gross Profit) / LTM Selling & Marketing Expense. 5.9x5.7x5.7x 3.3x 2.3x2.3x 3.6x 3.1x3.0x EV / CY’20 Software Revenue EV / CY’20 Revenue Median: 5.5x Median: 5.2x 34%30% 23% Median: 17% Median: 18% CAC Ratio1 CY’19 – CY’20 Software Revenue Growth 13 Median: 17% Median: 88% CY’20 Revenue CY’19 – CY’20 Revenue Growth DRAFT - Presentation Materials are Highly Illustrative, Confidential and Subject to Further Revisions

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S P E C I A L C O M M I T T E E D I S C U S S I O N M A T E R I A L S I R A V E N U P D A T E Benchmarking Raven to Public Software Transactions (cont’d) NTM Revenue Growth EV / LTM Revenue 18% 17% 17% Precedent transactions imply ~4x – 6x LTM revenue… 10.7x 16% 9.8x 15% 15% 1 14% 14% 8.9x 4.1x 3.8x 3.5x 6% LTM EBIT Margin (Pre-SBC) EV / NTM Revenue 27% 9.4x 23% 21% 8.4x …or ~3.5x – 5.5x NTM revenue 18% 16% 7.7x 12% 6% 3% 1% 3.3x (7%) (8%) (14%) Source: Public filings, FactSet as of 7/23/2019. 7 1 Represents FY’20E revenue growth and EBIT margin. 5.3x4.8x4.7x4.6x3.9x3.6x3.5x 1 Median: 4.7x Median: 9% 6.2x5.6x5.3x5.0x4.3x 11% 8% 7% Median: 5.3x Median: 15% Financial Profiles Multiples Paid DRAFT - Presentation Materials are Highly Illustrative, Confidential and Subject to Further Revisions

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S P E C I A L C O M M I T T E E D I S C U S S I O N M A T E R I A L S I R A V E N U P D A T E Selected Transactions Where Target Exhibited Steep Drop From 52-Week High Transactions where the target experienced a steep decline in share price prior to the acquisition exhibited ~50% - 65% premiums Unaffected Discount to 52-Week High Premium / (Discount) to Ann. Date Acquirer Target LTM Price Performance Before Announcement Unaffected 52-Week High $190 145 100 $190 133 days1 10/28/18 (34%) 63% 7% Oct-17 Jan-18 Mar-18 Jun-18 Aug-18 Oct-18 $80 45 10 $75 306 days1 06/01/16 (37%) 56% (1%) Jun-15 Aug-15 Oct-15 Jan-16 Mar-16 Jun-16 $45 30 15 59 days1 $38 11/11/18 (40%) 53% (8%) Nov-17 Jan-18 Apr-18 Jun-18 Aug-18 Nov-18 91 days1 $196 $260 175 90 06/13/16 (49%) 50% (24%) Jun-15 Aug-15 Nov-15 Jan-16 Mar-16 Jun-16 $45 30 15 53 days1 $37 12/24/18 (52%) 68% (20%) Dec-17 Mar-18 May-18 Jul-18 Oct-18 Dec-18 $32 20 8 281 days1 8 days2 TBD Vail Raven (61%) TBD TBD Jun-18 Aug-18 Nov-18 Jan-19 Mar-19 Jun-19 Source: Press releases, company filings, FactSet and Wall Street research. 1 2 3 Represents the number of days since the 52-week high or trading price at the offer price. Represents the number of days since Q4’19 earnings (June, 4th 2019). Excludes Raven. 8 Mean3 Median3 (43%)58%(9%) (40%)56%(8%) DRAFT - Presentation Materials are Highly Illustrative, Confidential and Subject to Further Revisions

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S P E C I A L C O M M I T T E E D I S C U S S I O N M A T E R I A L S IR A V E N U P D A T E Analysis at Various Prices ($ in millions, except per share values) Current Illustrative Valuation Range 1 Memo: Enterprise Value Net of Vail Stake Net Cash / (Debt) 1,583 880 1,812 880 2,062 880 2,312 880 2,562 880 3,062 880 3,562 880 4,062 880 Memo: Equity Value Net of Vail Stake 1 1 Memo: Equity Value of Public Float The premium paid to the public float more than doubles if Diamond’s stake trades at market 2,463 1,163 2,693 1,393 2,943 1,643 3,193 1,893 3,443 2,143 3,943 2,643 4,443 3,143 4,943 3,643 Premium / (Discount) to: Current ($9.90) Pre-FY'20 Q1 Announcement ($18.54) VWAP Since IPO ($19.55) All-Time High ($31.24) 0.0% (46.6%) (49.4%) (68.3%) 7.1% (42.8%) (45.8%) (66.1%) 14.8% (38.7%) (41.9%) (63.6%) 22.5% (34.6%) (38.0%) (61.2%) 30.2% (30.5%) (34.1%) (58.7%) 45.6% (22.3%) (26.3%) (53.9%) 61.0% (14.0%) (18.5%) (49.0%) 76.4% (5.8%) (10.7%) (44.1%) Premium / (Discount) to: Current ($9.90) Pre-FY'20 Q1 Announcement ($18.54) VWAP Since IPO ($19.33) All-Time High ($31.24) 0.0% (46.6%) (48.8%) (68.3%) 15.2% (38.5%) (41.0%) (63.5%) 31.8% (29.6%) (32.5%) (58.2%) 48.4% (20.8%) (24.0%) (53.0%) 64.9% (11.9%) (15.5%) (47.7%) 98.1% 5.8% 1.5% (37.2%) 131.2% 23.5% 18.4% (26.7%) 164.4% 41.2% 35.4% (16.2%) 2 Vail Judged View Metric Growth Vail Infra. Peers FY 2020 / CY 2019 FY 2021 / CY 2020 $750 $874 14% 17% 2.7x 2.3x 3.0x 2.6x 3.3x 2.9x 3.7x 3.1x 4.0x 3.4x 4.7x 4.0x 5.3x 4.6x 6.0x 5.1x 7.7x 7.0x 6.1x 5.2x 2 Vail Infra. Peers Raven LRP (Mid-Case) Metric Growth FY 2020 / CY 2019 FY 2021 / CY 2020 $773 $912 18% 18% 2.6x 2.2x 2.9x 2.5x 3.2x 2.7x 3.6x 3.0x 3.9x 3.3x 4.5x 3.8x 5.2x 4.4x 5.8x 4.9x 7.7x 7.0x 6.1x 5.2x Source: Company filings, FactSet as of 7/23/2019. Note: 1 2 Raven fiscal year ends January 31st. Premium paid to public float including Ford. Assumes Diamond and Vail shares are valued at current market prices. Infrastructure peers include: Dropbox, Box, SailPoint, Cloudera, Appian, Talend, Carbon Black and Nutanix. 9 Premium Paid Only to Public Float1 Premium Paid to All Shareholders Illustrative Comparable Range: 3.5x – 6.0x FY 2021 Revenue Comparable Companies Implied EV / Revenue Multiples Illustrative Premium: 50% – 65% Implied Share Price $9.90 $11.41 $13.05 $14.69 $16.33 $19.61 $22.89 $26.18 Illustrative Premium: 50% – 65% Implied Share Price $9.90 $10.60 $11.36 $12.12 $12.89 $14.41 $15.94 $17.46 Equity Value $2,901 $3,130 $3,380 $3,630 $3,880 $4,380 $4,880 $5,380 Enterprise Value $2,021 $2,250 $2,500 $2,750 $3,000 $3,500 $4,000 $4,500 DRAFT - Presentation Materials are Highly Illustrative, Confidential and Subject to Further Revisions

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S P E C I A L C O M M I T T E E D I S C U S S I O N M A T E R I A L S I R A V E N U P D A T E Illustrative Raven Term Sheet 10 1. 2. To represent an at-market exchange. To represent the number of shares issued to Diamond if all Class A shareholders elect cash. Structure Vail to acquire all outstanding Raven shares that it does not already own Transaction Value Implied fully diluted equity value: [$ ] Implied fully diluted enterprise value: [$ ] Consideration  Raven shareholders will have the option to receive [$ ] in cash or [0.055375]1 Vail shares for each Raven share owned Shareholders who do not submit an election will default to receiving cash consideration  Diamond will have already declared its election to receive Vail shares for its stake in Raven  Equity elections will be subject to an aggregate maximum of [6,777,200]2 Vail shares issued If equity elections exceed the aggregate maximum, shareholders electing equity will receive a pro-rated mix of cash and Vail shares  Aggregate consideration paid for shares not owned by Raven: [$ ] Aggregate cash consideration: [$ ] Aggregate equity consideration: $1.2 billion ([6,777,200]1 Vail shares) Financing  To fund the cash consideration, Vail will utilize a combination of [$ ] of cash on hand and [$ ] of incremental debt financing  Vail will have committed financing at the time of announcement, and there will be no financing contingency Other  Post transaction close, Raven will become a wholly owned subsidiary of Vail Raven will remain an independent tax entity  Closing of the transaction will be subject to a majority of the minority vote by Raven’s Class A shareholders, regulatory approval and other customary closing conditions  [Placeholder for termination fee, if any] DRAFT - Presentation Materials are Highly Illustrative, Confidential and Subject to Further Revisions

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CERTAIN PORTIONS OF THESE DISCUSSION MATERIALS HAVE BEEN OMITTED BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”). THE NON-PUBLIC INFORMATION HAS BEEN OMITTED FROM THE DISCUSSION MATERIALS HAS BEEN SEPARATELY FILED WITH THE SEC. EACH REDACTED PORTION OF THE DISCUSSION MATERIALS IS INDICATED BY A “[*]” AND IS SUBJECT TO THE REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC. THE REDACTED INFORMATION IS CONFIDENTIAL INFORMATION OF VMWARE S ***Confidential treatment requested

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CERTAIN PORTIONS OF THESE DISCUSSION MATERIALS HAVE BEEN OMITTED BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”). THE NON-PUBLIC INFORMATION HAS BEEN OMITTED FROM THE DISCUSSION MATERIALS HAS BEEN SEPARATELY FILED WITH THE SEC. EACH REDACTED PORTION OF THE DISCUSSION MATERIALS IS INDICATED BY A “[*]” AND IS SUBJECT TO THE REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC. THE REDACTED INFORMATION IS CONFIDENTIAL INFORMATION OF VMWARE ***Confidential treatment requested 11 DRAFT - Presentation Materials are Highly Illustrative, Confidential and Subject to Further Revisions

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CERTAIN PORTIONS OF THESE DISCUSSION MATERIALS HAVE BEEN OMITTED BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”). THE NON-PUBLIC INFORMATION HAS BEEN OMITTED FROM THE DISCUSSION MATERIALS HAS BEEN SEPARATELY FILED WITH THE SEC. EACH REDACTED PORTION OF THE DISCUSSION MATERIALS IS INDICATED BY A “[*]” AND IS SUBJECT TO THE REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC. THE REDACTED INFORMATION IS CONFIDENTIAL INFORMATION OF VMWARE S ***Confidential treatment requested 12 DRAFT - Presentation Materials are Highly Illustrative, Confidential and Subject to Further Revisions

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CERTAIN PORTIONS OF THESE DISCUSSION MATERIALS HAVE BEEN OMITTED BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”). THE NON-PUBLIC INFORMATION HAS BEEN OMITTED FROM THE DISCUSSION MATERIALS HAS BEEN SEPARATELY FILED WITH THE SEC. EACH REDACTED PORTION OF THE DISCUSSION MATERIALS IS INDICATED BY A “[*]” AND IS SUBJECT TO THE REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC. THE REDACTED INFORMATION IS CONFIDENTIAL INFORMATION OF VMWARE ***Confidential treatment requested DRAFT - Presentation Materials are Highly Illustrative, Confidential and Subject to Further Revisions

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CERTAIN PORTIONS OF THESE DISCUSSION MATERIALS HAVE BEEN OMITTED BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”). THE NON-PUBLIC INFORMATION HAS BEEN OMITTED FROM THE DISCUSSION MATERIALS HAS BEEN SEPARATELY FILED WITH THE SEC. EACH REDACTED PORTION OF THE DISCUSSION MATERIALS IS INDICATED BY A “[*]” AND IS SUBJECT TO THE REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC. THE REDACTED INFORMATION IS CONFIDENTIAL INFORMATION OF VMWARE ***Confidential treatment requested 14 DRAFT - Presentation Materials are Highly Illustrative, Confidential and Subject to Further Revisions

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CERTAIN PORTIONS OF THESE DISCUSSION MATERIALS HAVE BEEN OMITTED BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”). THE NON-PUBLIC INFORMATION HAS BEEN OMITTED FROM THE DISCUSSION MATERIALS HAS BEEN SEPARATELY FILED WITH THE SEC. EACH REDACTED PORTION OF THE DISCUSSION MATERIALS IS INDICATED BY A “[*]” AND IS SUBJECT TO THE REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC. THE REDACTED INFORMATION IS CONFIDENTIAL INFORMATION OF VMWARE ***Confidential treatment requested 15 DRAFT - Presentation Materials are Highly Illustrative, Confidential and Subject to Further Revisions

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CERTAIN PORTIONS OF THESE DISCUSSION MATERIALS HAVE BEEN OMITTED BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”). THE NON-PUBLIC INFORMATION HAS BEEN OMITTED FROM THE DISCUSSION MATERIALS HAS BEEN SEPARATELY FILED WITH THE SEC. EACH REDACTED PORTION OF THE DISCUSSION MATERIALS IS INDICATED BY A “[*]” AND IS SUBJECT TO THE REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC. THE REDACTED INFORMATION IS CONFIDENTIAL INFORMATION OF VMWARE S ***Confidential treatment requested 16 DRAFT - Presentation Materials are Highly Illustrative, Confidential and Subject to Further Revisions

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CERTAIN PORTIONS OF THESE DISCUSSION MATERIALS HAVE BEEN OMITTED BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”). THE NON-PUBLIC INFORMATION HAS BEEN OMITTED FROM THE DISCUSSION MATERIALS HAS BEEN SEPARATELY FILED WITH THE SEC. EACH REDACTED PORTION OF THE DISCUSSION MATERIALS IS INDICATED BY A “[*]” AND IS SUBJECT TO THE REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC. THE REDACTED INFORMATION IS CONFIDENTIAL INFORMATION OF VMWARE S ***Confidential treatment requested DRAFT - Presentation Materials are Highly Illustrative, Confidential and Subject to Further Revisions

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CERTAIN PORTIONS OF THESE DISCUSSION MATERIALS HAVE BEEN OMITTED BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”). THE NON-PUBLIC INFORMATION HAS BEEN OMITTED FROM THE DISCUSSION MATERIALS HAS BEEN SEPARATELY FILED WITH THE SEC. EACH REDACTED PORTION OF THE DISCUSSION MATERIALS IS INDICATED BY A “[*]” AND IS SUBJECT TO THE REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC. THE REDACTED INFORMATION IS CONFIDENTIAL INFORMATION OF VMWARE ***Confidential treatment requested

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CERTAIN PORTIONS OF THESE DISCUSSION MATERIALS HAVE BEEN OMITTED BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”). THE NON-PUBLIC INFORMATION HAS BEEN OMITTED FROM THE DISCUSSION MATERIALS HAS BEEN SEPARATELY FILED WITH THE SEC. EACH REDACTED PORTION OF THE DISCUSSION MATERIALS IS INDICATED BY A “[*]” AND IS SUBJECT TO THE REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC. THE REDACTED INFORMATION IS CONFIDENTIAL INFORMATION OF VMWARE ***Confidential treatment requested 18 DRAFT - Presentation Materials are Highly Illustrative, Confidential and Subject to Further Revisions

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CERTAIN PORTIONS OF THESE DISCUSSION MATERIALS HAVE BEEN OMITTED BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”). THE NON-PUBLIC INFORMATION HAS BEEN OMITTED FROM THE DISCUSSION MATERIALS HAS BEEN SEPARATELY FILED WITH THE SEC. EACH REDACTED PORTION OF THE DISCUSSION MATERIALS IS INDICATED BY A “[*]” AND IS SUBJECT TO THE REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC. THE REDACTED INFORMATION IS CONFIDENTIAL INFORMATION OF VMWARE ***Confidential treatment requested 19 DRAFT - Presentation Materials are Highly Illustrative, Confidential and Subject to Further Revisions

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CERTAIN PORTIONS OF THESE DISCUSSION MATERIALS HAVE BEEN OMITTED BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”). THE NON-PUBLIC INFORMATION HAS BEEN OMITTED FROM THE DISCUSSION MATERIALS HAS BEEN SEPARATELY FILED WITH THE SEC. EACH REDACTED PORTION OF THE DISCUSSION MATERIALS IS INDICATED BY A “[*]” AND IS SUBJECT TO THE REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC. THE REDACTED INFORMATION IS CONFIDENTIAL INFORMATION OF VMWARE ***Confidential treatment requested 20 DRAFT - Presentation Materials are Highly Illustrative, Confidential and Subject to Further Revisions

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C O N F I D E N T I A L S P E C I A L C O M M I T T E E D I S C U S S I O N M A T E R I A L S IV Benchmarking Vail Against Public Peers

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S P E C I A L C O M M I T T E E D I S C U S S I O N M A T E R I A L S I V B E N C H M A R K I N G V A I L A G A I N S T P U B L I C P E E R S Vail – Comparable Company Financial Benchmarking CY’19E-CY’20E Revenue Growth vs. CY’20E EBIT Margin (Pre-SBC)1 CY’19E-CY’20E Revenue Growth vs. EV/CY’20E EBIT (Pre-SBC) CY’19E-CY’20E EBIT Growth vs. EV/CY’20E EBIT (Pre-SBC) 40.0x 40.0x 50% Microsoft and SAP rs Arista, 6.8x 4.4x 30.0x 30.0x 25% x 20.0x 20.0x SAP 0% 10.0x 10.0x 0.0x 0.0x (25%) 0% 5% 10% 15% 20% 25% 0% 10% 20% 30% 40% 0% 5% 10% 15% 20% 25% Large Cap Software High-Growth Infrastructure Source: Company filings, Vail Management Forecast as of July 2019, FactSet as of 7/23/2019. Note:Valuations fully diluted based on treasury stock method. 21 1 Multiples reflect EV/CY’20 revenue. CY’19E-CY’20E Revenue Growth CY’19E-CY’20E Revenue Growth CY’19E-CY’20E EBIT Growth (Pre-SBC) Oracle, 5.4xare closest financial pee Cisco, Citrix, 4.3xPalo Alto Networks, 5.8 Salesforce, 6.4x Splunk, 8.0x Nutanix, 3.3x Microsoft, 7.0x Vail (Street), 7.0x Vail (Mgmt.), 7.0x SAP, 5.1x Salesforce Palo Alto Networks Arista Cisco Citrix Oracle Vail (Mgmt.) Vail (Street) Microsoft Salesforce Palo Alto Networks Arista Cisco Citrix Oracle Vail (Mgmt.) Vail (Street) Microsoft SAP EV / CY’20E EBIT (Pre-SBC) CY’20E EBIT Margin (Pre-SBC) EV / CY’20E EBIT (Pre-SBC) DRAFT - Presentation Materials are Highly Illustrative, Confidential and Subject to Further Revisions

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S P E C I A L C O M M I T T E E D I S C U S S I O N M A T E R I A L S I V B E N C H M A R K I N G V A I L A G A I N S T P U B L I C P E E R S Vail – Comparable Company Financial Benchmarking Vail trades roughly in line with or at a slight premium to Microsoft and SAP, who are the most comparable peers financially Valuation Metrics Operating Metrics 6.8x 6.4x 5.8x 5.4x 22% 21% 18% 18% 18% 11% 10% 10% 7% 3% 40% 34% 33.7x 25.2x 18% 5% 5% 4% 3 47.1x 33.2x 16% 26.3x 16.5x 15.3x 14 (23%) Large Cap Software High-Growth Infrastructure 22 Large Cap Software High-Growth Infrastructure Source: Company filings, Vail Management Forecast as of July 2019, FactSet as of 7/23/2019. Note:Valuations fully diluted based on treasury stock method. Multiples over 50x are denoted as “NM”. Medians do not include Vail. Oracle Splunk Splunk Microsoft Salesforce Salesforce Palo Alto Networks Palo Alto Networks Arista Vail (Street) Nutanix Arista Cisco Arista Microsoft Vail (Mgmt.) Microsoft SAP Vail (Mgmt.) Citrix Vail (Street) Vail (Street) SAP Vail (Mgmt.) SAP Palo Alto Networks Nutanix Citrix Salesforce Citrix Cisco Splunk Cisco Oracle Nutanix Oracle Salesforce Salesforce Splunk Palo Alto Networks Palo Alto Networks Microsoft Vail (Mgmt.) Vail (Street) Arista Vail (Mgmt.) Vail (Street) Vail (Street) Vail (Mgmt.) Arista Arista Salesforce Microsoft Microsoft Palo Alto Networks SAP SAP Oracle Cisco Cisco SAP Citrix Citrix Cisco Oracle Oracle Citrix Splunk Splunk Nutanix Nutanix Nutanix .2x 25.5x 24.5x 21.3x 20.6x NM NM Median: 31% 44% 40% 36% 33% 32% 32% 32% 31% 23% 19% Median: 21.0x 21.8x 20.9x 18.9x 17.3x 16.6x 13.6x 13.6x 12 .1x NM NM % 23% 13% 12% 11% 7% Median: 12% Median: 17.0x 4% 4% 8.0x 7.0x 7.0x 7.0x 3x 5.1x 4.4x 4.3x 3. Median: 15% Median: 5.6x EV / CY’20E Revenue EV / CY’20E EBIT (Pre-SBC) Price / CY’20E EPS (Pre-SBC) CY’19E – CY’20E Revenue Growth CY’19E – CY’20E EBIT Growth (Pre-SBC) CY’20E EBIT Margin (Pre-SBC) DRAFT - Presentation Materials are Highly Illustrative, Confidential and Subject to Further Revisions

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S P E C I A L C O M M I T T E E D I S C U S S I O N M A T E R I A L S I V B E N C H M A R K I N G V A I L A G A I N S T P U B L I C P E E R S Vail – Precedent Transactions Operating Metrics Financial Benchmarking Valuation Metrics 10.9x 9.4x 20% 19% 17% 15% 14% 11% 3.6x 11% 7% 7% 6% Revenue 83.8x 34% 31% 19% 15% 15% 10% 8% NA A (34%) 98.0x 92.4x 43% 18% 16% 12% 12% NA Source: Company filings, Vail Management Forecast as of July 2019, FactSet as of 7/23/2019. Note:Valuations fully diluted based on treasury stock method. Multiples over 100x are denoted as “NM”. Medians exclude Vail. Vail LTM period includes half of FY’19 and half of FY’20; NTM period includes half of FY’20 and half of FY’21. 23 33% 33% 27% 23% 23% 51.4x 33.0x 29.7x 26.5x 26.5x 25.9x 21.7x Median: 33.0x Median: 21% (0%) 62.6x 38.9x 22.5x 22.0x 21.3x 21.0x 19.8x 18.4x N Median: 21.3x Median: 15% 7.7x7.3x7.3x 5.3x4.7x4.6x4.3x Median: 5.0x Median: 15% EV / NTM EV / NTM EBIT (Pre-SBC) P / NTM EPS (Pre-SBC) NTM Revenue Growth NTM EBIT Growth (Pre-SBC) LTM EBIT Margin (Pre-SBC) DRAFT - Presentation Materials are Highly Illustrative, Confidential and Subject to Further Revisions

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S P E C I A L C O M M I T T E E D I S C U S S I O N M A T E R I A L S I V B E N C H M A R K I N G V A I L A G A I N S T P U B L I C P E E R S Vail – Analysis at ($ in billions, except per share values) Various Prices Current Price Premium / (Discount) to Current (27.3%) (21.7%) (16.1%) (10.5%) (4.9%) 0.0% 6.3% 11.9% FDSO 427.1 427.2 427.2 427.2 427.3 427.3 427.3 427.3 (-) Cash & Equivalents (-) Equity Investments (+) Debt ($3.3) ($0.4) $4.2 ($3.3) ($0.4) $4.2 ($3.3) ($0.4) $4.2 ($3.3) ($0.4) $4.2 ($3.3) ($0.4) $4.2 ($3.3) ($0.4) $4.2 ($3.3) ($0.4) $4.2 ($3.3) ($0.4) $4.2 Vail LRP Metric Large Cap HG Infra. Global Median Median Median Revenue FY2020 / CY2019 % Growth FY2021 / CY2020 % Growth $10.0 12% $11.0 10% 5.59x 6.01x 6.44x 6.86x 7.29x 7.67x 8.14x 8.57x 7.80x 12% 7.01x 11% 5.45x 11% 5.07x 7% 5.45x 4% 5.07x 4% 7.67x 23% 6.35x 18% 6.20x 11% 5.59x 15% 5.08x 5.47x 5.86x 6.25x 6.63x 6.97x 7.41x 7.80x EBIT (Pre -SBC) FY2020 / CY2019 % Margin FY2021 / CY2020 % Margin $3.3 33% $3.5 32% 16.9x 18.2x 19.5x 20.8x 22.1x 23.2x 24.7x 26.0x 19.5x 40% 17.3x 40% 18.5x 30% 16.6x 31% 14.3x 32% 13.6x 32% 31.1x 17% 25.2x 19% 19.0x 31% 17.0x 31% 15.9x 17.1x 18.3x 19.5x 20.7x 21.8x 23.2x 24.4x Price / EPS (Pre-SBC) FY2020 / CY2019 % Margin 1 FY2021 / CY2020 % Margin 1 $6.49 27% $7.01 28% 20.0x 21.6x 23.1x 24.6x 26.2x 27.5x 29.3x 30.8x 23.9x 34% 21.3x 34% 23.0x 21% 20.6x 22% 18.0x 27% 16.5x 27% 34.4x 14% 33.2x 15% 23.0x 24% 21.0x 24% 18.6x 20.0x 21.4x 22.8x 24.3x 25.5x 27.1x 28.5x 24 Source: 1. Company filings, Vail Management Forecast as of July 2019, FactSet as of 7/23/2019. Margins are Net Income (Pre-SBC) / Sales. Comparable Companies Implied Multiples Enterprise Value$56.0$60.3$64.6$68.9$73.1$76.9$81.7$86.0 Equity Value$55.5$59.8$64.1$68.4$72.6$76.4$81.2$85.5 Price per Share$130$140$150$160$170$178.78$190$200 DRAFT - Presentation Materials are Highly Illustrative, Confidential and Subject to Further Revisions

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C O N F I D E N T I A L S P E C I A L C O M M I T T E E D I S C U S S I O N M A T E R I A L S Appendix

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CERTAIN PORTIONS OF THESE DISCUSSION MATERIALS HAVE BEEN OMITTED BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”). THE NON-PUBLIC INFORMATION HAS BEEN OMITTED FROM THE DISCUSSION MATERIALS HAS BEEN SEPARATELY FILED WITH THE SEC. EACH REDACTED PORTION OF THE DISCUSSION MATERIALS IS INDICATED BY A “[*]” AND IS SUBJECT TO THE REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC. THE REDACTED INFORMATION IS CONFIDENTIAL INFORMATION OF VMWARE ***Confidential treatment requested

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CERTAIN PORTIONS OF THESE DISCUSSION MATERIALS HAVE BEEN OMITTED BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”). THE NON-PUBLIC INFORMATION HAS BEEN OMITTED FROM THE DISCUSSION MATERIALS HAS BEEN SEPARATELY FILED WITH THE SEC. EACH REDACTED PORTION OF THE DISCUSSION MATERIALS IS INDICATED BY A “[*]” AND IS SUBJECT TO THE REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC. THE REDACTED INFORMATION IS CONFIDENTIAL INFORMATION OF VMWARE ***Confidential treatment requested 25 DRAFT - Presentation Materials are Highly Illustrative, Confidential and Subject to Further Revisions

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CERTAIN PORTIONS OF THESE DISCUSSION MATERIALS HAVE BEEN OMITTED BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”). THE NON-PUBLIC INFORMATION HAS BEEN OMITTED FROM THE DISCUSSION MATERIALS HAS BEEN SEPARATELY FILED WITH THE SEC. EACH REDACTED PORTION OF THE DISCUSSION MATERIALS IS INDICATED BY A “[*]” AND IS SUBJECT TO THE REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC. THE REDACTED INFORMATION IS CONFIDENTIAL INFORMATION OF VMWARE ***Confidential treatment requested 26 DRAFT - Presentation Materials are Highly Illustrative, Confidential and Subject to Further Revisions

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CERTAIN PORTIONS OF THESE DISCUSSION MATERIALS HAVE BEEN OMITTED BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”). THE NON-PUBLIC INFORMATION HAS BEEN OMITTED FROM THE DISCUSSION MATERIALS HAS BEEN SEPARATELY FILED WITH THE SEC. EACH REDACTED PORTION OF THE DISCUSSION MATERIALS IS INDICATED BY A “[*]” AND IS SUBJECT TO THE REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC. THE REDACTED INFORMATION IS CONFIDENTIAL INFORMATION OF VMWARE ***Confidential treatment requested 27 DRAFT - Presentation Materials are Highly Illustrative, Confidential and Subject to Further Revisions

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CERTAIN PORTIONS OF THESE DISCUSSION MATERIALS HAVE BEEN OMITTED BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”). THE NON-PUBLIC INFORMATION HAS BEEN OMITTED FROM THE DISCUSSION MATERIALS HAS BEEN SEPARATELY FILED WITH THE SEC. EACH REDACTED PORTION OF THE DISCUSSION MATERIALS IS INDICATED BY A “[*]” AND IS SUBJECT TO THE REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC. THE REDACTED INFORMATION IS CONFIDENTIAL INFORMATION OF VMWARE ***Confidential treatment requested 28 DRAFT - Presentation Materials are Highly Illustrative, Confidential and Subject to Further Revisions

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C O N F I D E N T I A L S P E C I A L C O M M I T T E E D I S C U S S I O N M A T E R I A L S B Capital Structure Implications

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S P E C I A L C O M M I T T E E D I S C U S S I O N M A T E R I A L S B C A P I T A L S T R U C T U R E I M P L I C A T I O N S Vail – Capital Structure and Funding Perspectives   Vail currently benefits from its strong balance sheet, low leverage, and robust cash balance and cash flow ability Vail holds a Baa2 and BBB-at Moody’s and S&P, respectively; most immediate breakpoint of investment grade is at S&P S&P Investment Grade Breakpoint 3.0x adjusted net leverage   S&P’s downgrade breakpoint from its current BBB-rating is at 3.0x adjusted1 net debt to EBITDA In highly strategic acquisitions Rating Agencies may tolerate 12 to 24 months of deleveraging runway to achieve target leverage levels Runway may provide more cushion in the rating given robust cash flow generation at Vail would result in rapid net deleveraging 1.1x 1.0x 0.9x $7.6 $10.3 Aggregate Transaction Value $13.1   Preliminary analysis suggest that Vail has meaningful capacity to raise incremental debt to finance an acquisition without pressuring its existing ratings by pushing past 3.0x net leverage Consideration to Diamond likely to include equity consideration as Diamond has likely preference to maintain 80% ownership stake in Vail   Diamond has sensitivity falling below 80% ownership in Vail due to tax consolidation reasons and thus an all-cash transaction seems unlikely Source: Moody's Credit Report, August 27, 2018. S&P Credit Report, May 16, 2019. 29 1 Agencies will adjust leverage for operating leases, stock-based compensation and other financial items. Rating Agency Excerpts “Credit profile is supported by Vail’s very strong market position in its core compute virtualization and data center management product lines, and substantial free cash flow...” – Moody’s “Ratings on Vail are pressured by our 'BB+' group credit profile and negative outlook on Diamond given our view of Vail as Diamond’s insulated subsidiary. Because of this relationship, we limit the Vail rating to one notch above the group credit profile of Diamond, which is currently 'BB+…” –S&P “Could lower rating on Vail if downgrade Diamond. In addition, could lower rating if the company were to shift its financial policy such that it's no longer committed to maintaining an investment-grade profile… or large-scale acquisitions such that debt leverage exceeds 3x… could also lower rating if no longer view Vail to be an insulated subsidiary of Diamond; its credit profile could weaken if the relationship were no longer at arm's length…” –S&P Commentary Illustrative PF Vail Net Leverage DRAFT - Presentation Materials are Highly Illustrative, Confidential and Subject to Further Revisions

 

S P E C I A L C O M M I T T E E D I S C U S S I O N M A T E R I A L S B C A P I T A L S T R U C T U R E I M P L I C A T I O N S Vail Key Rating Agency Commentary outlook on Diamond given our view of Vail as Diamond’s insulated subsidiary. profile of Diamond, which is currently 'BB+…” prospects, with higher license sales frequently tied to recurring software maintenance…” its presence in the public and hybrid cloud, consistent with its overall strategy…” Diamond due to our assessment of Vail as an insulated subsidiary…” 30 Source: Moody's Credit Report, August 27, 2018. S&P Credit Report, May 16, 2019. Breakpoints Business Profile Financial Profile Downgrade Upgrade “Factors that could lead to a downgrade:   The ratings could be downgraded if Vail were to experience meaningful revenue, profit, cash flow, or net cash declines   If financial policies were to become more aggressive” “Could lower rating on Vail if downgrade Diamond. In addition, could lower rating if the company were to shift its financial policy such that it's no longer committed to maintaining an investment-grade profile… This could happen if the company were to engage in material share repurchases or large-scale acquisitions such that debt leverage exceeds 3x… could also lower rating if no longer view Vail to be an insulated subsidiary of Diamond; its credit profile could weaken if the relationship were no longer at arm's length…” “Factors that could lead to an upgrade:   Given the concentrated ownership, Vail’s ratings are constrained by Diamond’s ratings   The ratings could be upgraded if Vail continues to grow, successfully diversifies its product lines, and demonstrates conservative financial policies” “We could revise our outlook on Vail to stable if we did the same to our outlook on Diamond…” “We view Vail’s financial policy as conservative given its debt leverage of less than 1x (with $4.2 billion of debt and $2.8 billion of cash) and substantial FOCF of at least $3.4 billion and $3 billion in fiscal 2019 and 2018, respectively…” “Vail generated strong FOCF of about $3.4 billion in fiscal 2019, and we expect FOCF of at least $3.5 billion annually in fiscal 2021 and 2022…” “We limit our rating on Vail to one notch above the BB+ group credit profile of “The stable outlook reflects our expectation that Vail will continue to maintain and defend its strong market position in the compute virtualization industry with at least high single-digit annual revenue growth, EBITDA margins of about 30%, and free cash flow greater than $3 billion over the next year. After paying the special dividend of $11 billion (of which $9 billion will go to Diamond, we expect that management will maintain disciplined financial policies with our expectation of gross leverage maintained at 2x or lower…” “As Vail projects to be in a net cash position in less than one year following payment of the one-time dividend, we would expect very modest share repurchase and M&A activity in the near-term…” “Vail’s ratings are constrained by Diamond’s ratings. The forward grid-implied rating using the Methodology is Baa1, which is one notch above the actual rating...” “Our ratings on Vail. are pressured by our 'BB+' group credit profile and negative Because of this relationship, we limit the Vail rating to one notch above the group credit “The broadening of Vail’s product portfolio bodes well for Vail’s overall growth “We believe the company will continue to evaluate potential tuck-in acquisitions to bolster “The credit profile is supported by Vail’s very strong market position in its core compute virtualization and data center management product lines, and substantial free cash flow...” “…We believe Vail will maintain its leadership position given its significant scale and resources, long-term customer relationships, and ongoing investments in emerging products...” “The risk exists that Dell could attempt to transfer additional Vail cash upstream in the event that additional liquidity is required at the parent level. Alternatively, Vail could increase leverage to accelerate share repurchases...” Moody’s (Baa2/Stable) S&P (BBB-/Negative) DRAFT - Presentation Materials are Highly Illustrative, Confidential and Subject to Further Revisions

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CERTAIN PORTIONS OF THESE DISCUSSION MATERIALS HAVE BEEN OMITTED BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”). THE NON-PUBLIC INFORMATION HAS BEEN OMITTED FROM THE DISCUSSION MATERIALS HAS BEEN SEPARATELY FILED WITH THE SEC. EACH REDACTED PORTION OF THE DISCUSSION MATERIALS IS INDICATED BY A “[*]” AND IS SUBJECT TO THE REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC. THE REDACTED INFORMATION IS CONFIDENTIAL INFORMATION OF VMWARE S P E C I A L C O M M I T T E E D I S C U S S I O N M A T E R I A L S B C A P I T A L S T R U C T U R E I M P L I C A T I O N S ***Confidential treatment requested Diamond – Capital Structure and Funding Perspectives   Diamond currently benefits from its significant size and scale as well as its majority ownership of Vail   Diamond holds a Ba1 (Stable) and BB+ (Negative) at Moody’s and S&P, respectively S&P’s downgrade breakpoint from its current BB+ rating is at 4.0x adjusted1 net debt to EBITDA Moody’s most recently communicated downgrade breakpoint was 4.5x adjusted1 debt to EBITDA during 4Q 2018 Following the tracking stock transaction, Diamond’s S&P rating of BB+ remains on negative outlook as S&P observes Diamond’s continued deleveraging Diamond’s adjusted leverage at both Moody’s and S&P accounts for ~80% of Vail’s debt, EBITDA, and Cash Source: Moody's Credit Opinions September 28, 2018 and November 15, 2018, S&P Credit Report June 11, 2019. 31 1 Agencies will adjust leverage for operating leases, stock-based compensation and other financial items. Moody’s Excerpts “Diamond’s credit profile is supported by its significant size and scale…” “We expect Diamond's leverage to return to about 4.8x by the close of the fiscal year ending January 31, 2020, before declining further to 3.9x by the end of fiscal 2021…” “In addition to our standard adjustments for operating leases and finance operations, our leverage estimate includes 81% of Vail debt and EBITDA…” “Factors that could lead to an upgrade… adjusted Debt to EBITDA in the mid 2 times range…” “Factors that could lead to a downgrade… adjusted Debt to EBITDA remaining above 4.5 times…” “The negative rating outlook on Diamond reflects S&P Global Ratings' view that leverage is high at about 4.25x as of the quarter ended May 3, 2019…” “S&P Global Ratings-adjusted EBITDA margin, cash, and debt-to-EBITDA ratio include 80% of contributions from Vail…” “We could revise our rating outlook to stable if Diamond… continues to repay debt and maintains leverage at 4.0x or below…” “We could lower our rating on Diamond if we believe leverage will remain over 4x post-fiscal second-quarter 2020 (August 2019)…” Commentary S&P Excerpts DRAFT - Presentation Materials are Highly Illustrative, Confidential and Subject to Further Revisions

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S P E C I A L C O M M I T T E E D I S C U S S I O N M A T E R I A L S B C A P I T A L S T R U C T U R E I M P L I C A T I O N S Diamond Key Rating Agency Commentary revenues expected to exceed $90 billion…” occurring with cloud computing, which we believe will be a faster growing and more profitable achieve cost savings from continued operational efficiencies while continuing to repay debt, if fiscal second-quarter 2020 (August 2019). This could be the result of lower-than-expected business or if its Vail business became more challenged than anticipated. It could also be the 32 Source: Moody's Credit Opinions September 28, 2018 and November 15, 2018, S&P Credit Report June 11, 2019. Business Profile Financial Profile “We could lower our rating on Diamond if we believe leverage will remain over 4x post-revenue growth from material share losses to competitors in its PC or external storage systems result of profitability declines from higher input costs, keeping leverage above 4x…” “We could revise our rating outlook to stable if Diamond can maintain its current revenue growth momentum, expand its EBITDA margin by improving mix from higher-margin businesses, and the company maintains leverage at 4.0x or below…” Breakpoints Upgrade Factors that could lead to an upgrade:  Sustained revenue growth of at least mid-single digits  High single-digit adjusted operating margins  Adjusted Debt to EBITDA in the mid 2 times range  Conservative financial policies Downgrade Factors that could lead to a downgrade:  Sustained erosion of market share  Reported adjusted operating margins lower than 3%  Debt to EBITDA remaining above 4.5 times “The negative rating outlook on Diamond reflects S&P Global Ratings' view that leverage is high at about 4.25x as of the quarter ended May 3, 2019…” “Our assessment of Diamond's financial risk profile reflects the company's significant debt outstanding at about $54.2 billion as of May 3, 2019. Its cash and investment balance was about $9.8 billion, including $3.3 billion from Vail…” “S&P Global Ratings-adjusted EBITDA margin and debt-to-EBITDA ratio include 80% of contributions from Vail… considered 80% of Vail's cash and investment balance and all but about $1 billion of Diamond's cash as surplus cash and net the amount against debt…” “We expect Diamond's leverage to return to about 4.8x by the close of the fiscal year ending January 31, 2020, before declining further to 3.9x by the end of fiscal 2021…” “In addition to our standard adjustments for operating leases and finance operations, our leverage estimate includes 81% of Vail debt and EBITDA…” “Proven ability to de-leverage with substantial debt repayment since the LBO (October 2013) and closing of the EMC merger (September 2016)…” Moody’s (Ba1/Stable) “Diamond’s credit profile is supported by its significant size and scale with projected annual “The credit profile also considers the significant key man risk associated with Michael Dell's majority stake, the possibility of increasing ownership in Vail, and the long term potential exit of Silver Lake, which may lead to another levering event…” “…We view the enterprise solutions business as having upside given the secular shifts market than the PC sector…” S&P (BB+/Negative) “We expect revenue growth to be in the low-single-digit percent area in fiscal 2020. Importantly, we expect EBITDA margin to improve slightly, benefitting from lower component costs and improved mix shift due to better commercial PC and storage sales performance…” “Diamond's product offerings span business productivity, data centers, hardware, software, and private and public cloud, among others, and reach across the largest enterprises globally. Diamond maintains market leadership across its product categories—PC and external enterprise storage systems (number one with 31.7% in 2018)…” DRAFT - Presentation Materials are Highly Illustrative, Confidential and Subject to Further Revisions

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