Dell To Pay $1 Bln To Settle Class V Transaction Lawsuit

(RTTNews) - Dell Technologies Inc. (DELL) Wednesday said it has agreed to pay $1 billion to settle a previously reported lawsuit relating to a Class V transaction that was completed on December 28, 2018.

In a filing with the U.S. Securities And Exchange Commission, the company said the lawsuit pending before the Delaware Court of Chancery will now be settled, subject to approval of such settlement by the Court, and the plaintiffs have agreed to dismissal of all claims.

Dell in 2018 paid $14.0 billion in cash and issued 149.39 million shares of its Class C common stock to holders of its Class V common stock in exchange for all outstanding shares of its Class V common stock.

Following this, certain Dell stockholders brought complaints against Michael Dell, certain other directors and stockholders, consisting of Michael Dell and Silver Lake Group LLC and certain of its affiliated funds. According to the plaintiffs class, the defendants offered a transaction value that was allegedly billions of dollars below fair value, and thus breached their fiduciary duties under Delaware law to the former holders of the Class V common stock.

The settlement also covers claims against Goldman Sachs & Co. LLC, which served as financial advisor to the company in connection with the Class V transaction.

The settlement amount of $1.0 billion will include all costs, expenses and fees of the plaintiff class relating to the action and its resolution. The amount will be paid by the Company and/or the Company's insurers on behalf of defendants.

Dell added that if the Court does not grant final approval of the settlement and all of its material terms, or the settlement does not otherwise become final or effective, proceedings in the action will continue.