VMWARE LLC: M&A transaction — Broadcom completes $69B acquisition of VMware; VMW shares delisted, converted to $142.50 cash or 0.252 Broadcom shares

VMWARE LLC

Transaction closed Nov 22, 2023; each VMware share converted to $142.50 cash or 0.252 Broadcom share (50/50 proration).
VMW stock suspended from NYSE; deregistration on Form 15 to follow.
All VMware directors resigned and officers removed; company converted to VMware LLC, a Broadcom subsidiary.
Term Loan Credit Agreement repaid and terminated in connection with closing.
Outstanding equity awards converted into Broadcom RSUs or cash/stock consideration per Merger Agreement.

item 1.02 item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

VMWARE LLC: Company converted from a corporation to a limited liability company, filed a certificate of conversion and adopted a limited liability company agreement.

Change: bylaw amendment

Exact text from the filing

Pursuant to the Merger Agreement, in connection with the Conversion, VMware filed with the Secretary of State of the State of Delaware a certificate of conversion together with a certificate of formation of limited liability company of the Company (the “Certification of Conversion”). The Certificate of Conversion is filed as Exhibit 3.1 hereto and incorporated by reference into this Item 5.03. In addition, at the effective time of the Conversion, the Company adopted a limited liability company agreement (the “LLC Agreement”). The LLC Agreement is filed as Exhibit 3.2 hereto and incorporated by reference into this Item 5.03.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 1.0

VMWARE LLC underwent a change of control involving Broadcom Inc. (closed 2023-11-22).

Action: change of control
Counterparty: Broadcom Inc.
Closing: 2023-11-22

Exact text from the filing

In connection with the completion of the transactions to which this Current Report on Form 8-K relates, the registrant converted into a Delaware limited liability company and changed its name from VMware, Inc. to VMware LLC.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

VMWARE LLC terminated Term Loan Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent (effective 2023-11-22).

Action: termination
Agreement: credit facility
Counterparty: JPMorgan Chase Bank, N.A., as administrative agent
Effective: 2023-11-22

Exact text from the filing

on November 22, 2023 the Company repaid all outstanding term loans and other amounts under, and terminated, its Term Loan Credit Agreement, dated as of September 2, 2021, among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

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Source: SEC EDGAR

accession 0001193125-23-282097

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