Davis Polk is advising Pivotal Software, Inc. in connection with its sale to VMware, Inc. for a total enterprise value of approximately $2.7 billion. Closing of the transaction is subject to customary closing conditions, including approval by the holders of at least a majority of the outstanding shares of Pivotal’s Class A common stock not owned by VMware or Dell Technologies, Inc. or their affiliates, and is expected in the second half of VMware’s fiscal year 2020, which ends January 31, 2020.

Pivotal, headquartered in San Francisco, California, combines its cloud-native platform, developer tools and unique methodology to help the world’s largest companies transform the way they build and run their most important software applications. VMware’s cloud, networking and security, and digital workspace offerings provide a dynamic and efficient digital foundation to customers globally, aided by an extensive ecosystem of partners. VMware is headquartered in Palo Alto, California.

The Davis Polk corporate team includes partners Alan F. Denenberg and Sarah K. Solum and associates Bryan M. Quinn, Katherine Schloss Ackerman and Jonathan Bye. Partner Rachel D. Kleinberg is providing tax advice. The intellectual property and technology team includes partner Pritesh P. Shah and associate Daniel F. Forester. Counsel Gregory D. Hughes and associate Charlotte R. Fabiani are providing executive compensation advice. Members of the Davis Polk team are based in the Northern California and New York offices.

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