© 2015 The Texas Lawbook.
By Natalie Posgate
(Oct. 13) – Round Rock-based computer giant, Dell Inc., said Monday it plans to buy Hopkinton, Mass.-based EMC Corporation, the world’s largest data storage provider, for $67 billion.
Under the merger agreement, which involves Dell, Dell CEO Michael Dell, MSD Partners and private equity firm Silver Lake, the acquisition creates the world’s largest privately-controlled, integrated technology company. EMC’s cloud infrastructure and business mobility business, VMWare, will remain an independent, publicly-traded company.
Dell General Counsel Richard Rothberg and Silver Lake turned to lawyers across four of Simpson, Thacher & Bartlett’s U.S. offices to lead its end of the transaction. Houston partner Chris May and Palo Alto partner Richard Capelouto led the Simpson Thacher M&A deal team. They received assistance from Houston associates Jim Cross, Nakita Cuttino and Tylor Cox as well as associates from the firm’s Palo Alto offices.
A slew of other Simpson Thacher attorneys advised on credit, capital markets, tax, executive compensation and employee benefits, intellectual property, corporate compliance, environmental and regulatory matters. All were based in the firm’s Palo Alto, New York and Los Angeles offices.
Rothberg also turned to a team of in-house Dell lawyers led by head corporate and securities counsel Janet Wright to get the deal done. The full in-house team included Mark Mouritsen, Robert Potts, Kim Erlanson, Ed Gray, Aubree Corallo, Justin Warf and James Williamson. All attorneys are based in the Austin area.
In February 2013, Simpson Thacher represented Silver Lake when Dell acquired it for $24.4 billion. At the time, the transaction represented the largest private equity buyout since 2007.
Non-Texas lawyers from Skadden, Arps, Slate, Meagher & Flom served as legal counsel to EMC in the deal.
New York law firm Wachtell, Lipton, Rosen & Katz advised Mr. Dell and MSD Partners.
Morgan Stanley served as EMC’s lead financial advisor, and J.P. Morgan served as Dell and Silver Lake’s lead financial advisor.
The transaction is expected to close in the second or third quarter of Dell’s fiscal year ending Feb. 3, 2017, which falls between May and October of 2016. Dell’s headquarters will remain in Round Rock, while the headquarters of the combined enterprise systems business will be located in Hopkinton.
For more details of the transaction, check out The Dallas Morning News’ story here.
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