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The Expanse bid farewell to Syfy (ahead of its Cashmere Silk Scarf Grande Finale silk cashme by VIDA VIDA jOs9Mbqc
) with a two-part finale that contained everything that’s made the show so fantastic over three seasons: killer space action, tense human conflict, and some perfectly-calibrated doses of hope, wonder, and mystery.

Technically speaking, “Congregation” and “Abbadon’s Gate” were separate episodes that Syfy chose to air back-to-back, but we’re going to recap them together.

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After the sudden slowdown that Leather Statement Clutch Integrity by VIDA VIDA RjkY8r
, most of the survivors have begun heading to the Behemoth , including Team Rocinante , who are determined to figure out WTF happened to Holden. Though Amos thinks they should just shoot snarling prisoner Clarissa Mao—who’s been outfitted with a chemical restraint that curtails her super-strength—Anna won’t let him, and it’s not because she expects a cold-hearted murderer to appreciate her mercy. “It’s not about her,” she tells him. “It’s about us.” Later, she explains she really did want Amos to kill Clarissa, but stopped him out of vanity. Anna doesn’t want to have to think of herself as someone capable of seeking vengeance, even though nobody would blame her if she did.

As it happens, Holden’s in interrogation hell, repeatedly trying to explain/warn everyone about the apocalyptic vision that was shown to him inside the Ring’s spherical station. The last to take a crack at the exhausted Holden is Ashford, who chuckles at Holden’s description of what went down, though it’s later made clear that he listened carefully to every word. We, of course, lean forward to hear exactly how Holden’s going to interpret that crazy acid-trip Miller took him on.

“It was like seeing a whole civilization all at once... billions of them. Strange, bright minds. Not human. They created [the protomolecule]. The made the station, this [void] space. We’ve had it all wrong about the protomolecule. It’s not a weapon. It wasn’t sent to kill us. It was just trying to build a road... and now it’s trying to report in.” Report what, to whom, exactly? “It doesn’t matter. Everyone it could talk to is gone. Something killed them. It tried to stop it. Burned whole solar systems like they were cauterizing a wound. Only it didn’t work. We are in a graveyard. We need to get out of this place and never come back .”

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Dell Technologies Concludes Strategic Review and Reaches Agreement to Exchange Class V Tracking Stock for Equity or Cash Election Option

ROUND ROCK, Texas , July 2, 2018

News summary

Full story Dell Technologies announced today that it has reached an agreement with its Special Committee of independent directors to exchange the outstanding Class V tracking stock for Class C common stock of Dell Technologies or an optional cash election. Dell Technologies Class C common stock will become publicly listed on the New York Stock Exchange.

Dell Technologies will propose to exchange each share of Dell Technologies Class V tracking stock for 1.3665 shares of Dell Technologies Class C common stock, or at the holder's election, $109 in cash, subject to the aggregate amount of cash consideration not exceeding $9 billion . All of the shares of Class V tracking stock of holders who do not opt to receive cash will be converted into Class C common stock, and the Class V tracking stock will be eliminated.

The offer of $109 in cash consideration per share represents a 29% premium to the Class V share closing price prior to announcement and gives holders of Class C common stock the opportunity to participate in Dell Technologies' future value creation. Following the close, current Class V stockholders will own 20.8%-31.0% of Dell Technologies, depending on cash election amounts. Based on an implied value of $109 per share, Dell Technologies, excluding the Class V common stock, had a pre-transaction equity value of $48.4 billion and a pro forma fully diluted equity value of $61.1 – 70.1 billion.

VMware's board of directors, on the recommendation of a special committee of its directors, has voted to declare an $11 billion cash dividend pro rata to all VMware stockholders contingent on satisfaction of the other conditions to the completion of the transaction. Dell Technologies' share of such dividend will be approximately $9 billion . Dell Technologies intends to use the dividend proceeds to finance the cash consideration paid to Class V stockholders, with remaining cash proceeds, if any, being used to fund future share repurchases or debt pay-down.

"I am proud to lead this great company into its next chapter as we continue to evolve and grow to the benefit of our customers, partners, investors and team members," said Michael Dell , Chairman and CEO of Dell Technologies. "Unprecedented data growth is fueling the digital era of IT, and we are uniquely positioned with our portfolio of technologies and services to enable the digital, IT, security and workforce transformations of our customers. Most importantly, I remain deeply committed to this company and working with our world-class team to build the long-term value of Dell Technologies and its businesses." Michael Dell , who currently owns 72% of Dell Technologies common shares, will continue to serve as Chairman and CEO.

The Special Committee said, "Over the last five months, with the assistance of our independent financial and legal advisors, we have conducted a thorough evaluation of a number of alternatives to maximize stockholder value. Throughout the process, we had ongoing discussions and negotiations with Dell Technologies regarding the transaction structure and key value parameters. Following this comprehensive evaluation, we determined that the transaction announced today is the best way to maximize value for all Class V stockholders. The implied value of $109 per Class V share Class V stockholders with a significant and immediate premium as well as the ability to participate in the future upside of Dell Technologies. Further, the option for stockholders to elect up to $9 billion in cash (nearly half of the implied transaction value) provides stockholders the ability to, in whole or in part, obtain certainty on the value received for their shares."

Dell Technologies is experiencing strong positive momentum across its businesses after a period of strong revenue growth, earnings, cash flow and accelerated debt pay-down. In the most recent quarter, the company generated revenue of $21.4 billion , a 19% increase year-over-year, net loss decreased 55% to $0.5 billion and the company generated $2.4 billion of adjusted EBITDA, a 33% increase year-over-year. Over the trailing twelve-month period Dell Technologies generated $82.4 billion of revenue with a net loss of $2.3 billion and cash flow from operations of $7.7 billion .Over the same period, Dell generated $83.5 billion of non-GAAP revenue, $4.8 billion of non-GAAP net income and $9.7 billion of adjusted EBITDA. Dell Technologies has maintained a disciplined pace of deleveraging, having paid down $13 billion of gross debt since its merger with EMC in September 2016 .

Silver Lake, which partnered with Michael Dell in 2013 to execute the largest privatization in the history of the technology industry, currently owns 24% of Dell Technologies' common shares and as part of this transaction will maintain the entirety of its investment in the company.

Egon Durban, Managing Partner and Managing Director of Silver Lake, commented: "We are gratefulto Michael and his management team at Dell Technologies and VMware for their extraordinary performance thathas preceded this transaction, which will enable the company to continue on its accelerating growth trajectory. We are excited that public investors will share in Dell Technologies' dynamic value creation with Silver Lake, which has no plans to seek liquidity and remains an enthusiastic long-term shareholder. Dell Technologies has the most complete and richest portfolio of technology assets spanning all aspects of digital and IT transformation andis strategically positioned to take full advantage of the new era of emerging technology trends including IoT, AI, Machine Learning, 5G, cloud computing and mobility. It is an honor for Silver Lake to be an investor and partner with one of the world's great companies, entrepreneurs and management teams."

A special committee of independent members of VMware's board of directors recommended that the VMware board declare the contingent cash dividend to support the transaction. Dell Technologies believes the elimination of the Class V tracking stock and simplification of the VMware ownership structure is beneficial to VMware Class A public stockholders. VMware Class A public stockholders will also participate pro rata in the significant return of capital. VMware will remain an independent publicly traded company.

"VMware has thrived as part of the Dell Technologies family and has seen tremendous traction and strategic relevance with all customers, resulting in significant revenue growth and financial performance," said Michael Dell . "After the transaction concludes, I am looking forward to VMware's continued independent status, strategy and capital allocation policy for organic investment, MA and shareholder returns."

VMware has benefited from substantial synergies as part of the Dell Technologies family. VMware generated approximately $400 million in growth synergies in FY18 related to its affiliation with Dell Technologies, and in FY19 is on track to achieve $700 million faster than initially expected.

Right Structure for Continued Success

The transaction simplifies Dell Technologies' capital and ownership structure and creates a class of publicly-traded security that reflects the full value of the Dell Technologies family of businesses. As a public company, Dell Technologies has maintained and plans to continue to maintain the same strategic focus on long-term growth that the company had achieved while being privately managed. Dell Technologies' performance showcases the strength of its end-to-end suite of solutions and complementary businesses. Dell Technologies has been recognized by customers as the essential and trusted technology partner, leading to strong financial performance.

Continued Track Record of Success

As Dell Technologies has continued to successfully integrate EMC's businesses, the company has significantly improved its strategic position with deeper customer relationships of increasing size and scope, enhanced its go-to-market reach, accelerated its growth and share gain momentum, and fostered a culture of winning.

Customers will continue to receive the widest technology portfolio from the edge to the core to the cloud, enabling them to digitally transform their businesses. To meet the growing demand of customers and partners to buy solutions across Dell Technologies' family of businesses, the company remains committed to simplifying its offerings and making the full customer experience both easier and faster.

A focus on innovation through continued RD investments and a simplified customer experience has led to Dell Technologies being included in 21 Gartner Magic Quadrants and becoming the leader in 13 of such quadrants, and IDC ranking Dell Technologies #1 in nearly all the areas where it competes.

Conditions to Close

The transaction is subject to approval by Class V stockholders representing a majority of the voting power of the outstanding Class V common stock other than those held by affiliates of Dell Technologies. The transaction is also subject to other customary closing conditions. It is expected to close in the fourth quarter of calendar year 2018.

Investor Conference Call

Dell Technologies will conduct an investor conference call at 8:00 a.m. ET / 7:00 a.m. CT today, July 2, 2018 . To listen to the live webcast, please visit Dell Technologies' Investor Relations site . The webcast presentation will be archived.


Goldman Sachs Co. LLC is acting as financial advisor to Dell Technologies. J.P. Morgan and Perella Weinberg Partners are acting as financial advisors to VMware. Evercore Partners is acting as financial advisor to the Special Committee of independent directors of the Board of Directors of Dell Technologies, and Lazard is acting as financial advisor to the Special Committee of independent directors of the Board of Directors of VMware. Simpson Thacher Bartlett LLP is acting as legal advisor to Dell Technologies and Silver Lake, and Latham Watkins LLP is acting as legal advisor to the Special Committee of independent directors of the Board of Directors of Dell Technologies. Wachtell, Lipton, Rosen Katz is acting as legal advisor to Michael Dell and MSD Partners. Morrison Foerster, LLP is acting as legal advisor to VMware, and Gibson, Dunn Crutcher LLP is acting as legal advisor to the Special Committee of independent directors of the Board of Directors of VMware.

Additional resources

About Dell Technologies Dell Technologies is a unique family of businesses that provides the essential infrastructure for organizations to build their digital future, transform IT and protect their most important asset, information. The company services customers of all sizes across 180 countries – ranging from 99 percent of the Fortune 500 to individual consumers – with the industry's most comprehensive and innovative portfolio from the edge to the core to the cloud.


Dell Media Contacts

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Proxy Solicitor: Scott Winter / Art Crozier Innisfree MA Incorporated 212-750-5833

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This resource aims to give the origins of Christchurch street and place names.

From 1853-1876, the major local government in this area was the Canterbury Provincial Council. Road boards, some borough councils and the Christchurch City Council were established as well.

In 1876, central government abolished all provincial councils and large county councils were established. As the population grew, road boards were replaced in many suburbs by borough councils. Several boroughs were absorbedinto Christchurch City in 1903. The great amalgamation of local authorities into the Christchurch City Council in 1989 was directed by central government.

The same street name appeared more than once in greater Christchurch because there were so many local bodies.With amalgamation, many streets were re-named. Former street names are included in this resource.

Note that definitive answers as to the origin of a street namecan sometimes be impossible, as the reason for a naming has not always been recorded.


Researched by Margaret Harper and Aotearoa New Zealand Centre staff, this information has come from published works, manuscripts, interviews and archives. All sources are acknowledged in the documents.

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