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The company said the evaluation was in an early stage and it was looking at options including keeping its current ownership.
VMware said a spinoff could result in a simpler capital structure and it has formed a special committee for talks with the corporate computing giant.
In case of a spinoff, Dell said it would negotiate payment of a special cash dividend by VMware to all its shareholders and would try to formalize commercial arrangements similar to those in place, including intellectual property agreements.
If the VMware spinoff proceeds as Dell plans, the PC maker would receive a pro-rated portion of a special dividend to help reduce its debt of $57.3 billion, much of which was taken on during the 2016 acquisition of VMWare’s then-majority owner EMC (NYSE:EMC). VMware could also issue additional debt as part of a transaction.
The two sides intend to begin talks well ahead of September 2021, when such a deal would become tax-free under U.S. tax laws.
Shares of Dell jumped 8%, while VMware rose 5% in aftermarket trading.
Any deal would require VMware shareholder approval. Other options including an outright sale and maintaining the status quo are likely to be considered, according to a source familiar with the matter.
VMware is currently Dell’s best-performing unit as it benefits from companies looking to cut costs and move to the cloud, a shift that is being hastened by the coronavirus pandemic.
VMWare last year bought two providers of cloud security and developer services in deals that together were valued at about $5 billion.
The unit’s revenue increased 12% in the latest reported quarter, even as Dell’s total revenue growth dipped.
