What was the primary event reported in this 8-K filing?

The primary event reported is the issuance of approximately 4.7 million shares of Dell's Class C common stock upon the conversion of an equivalent number of Class B common stock shares held by Silver Lake Funds.

Does this conversion impact the economic rights of Dell shareholders?

No, the filing explicitly states that each share of Class C common stock bears the same dividend and liquidation rights as one share of Class B common stock. Therefore, this conversion does not alter the economic rights on a per-share basis for existing holders of these classes.

Was this a public offering or sale of shares?

No, this transaction was conducted without registration under the Securities Act of 1933, relying on an exemption (Section 3(a)(9)) typically used for conversions of securities or exchanges where no commission is paid. This indicates it was not a public offering to the broader market.

DELL 8-K: Securities & Listing

Q: Why were these shares converted, and who was involved?

The shares were converted by various Silver Lake Funds. The filing indicates these conversions were in connection with distributions to participants within the Silver Lake Funds and, in some cases, sales by their affiliates. This suggests a restructuring or reallocation of holdings within the Silver Lake ecosystem.

Summary

Dell Technologies Inc. (DELL) filed an 8-K on July 13, 2023, disclosing the issuance of approximately 4.7 million shares of Class C common stock. This issuance occurred on July 11, 2023, as a result of the conversion of an equivalent number of Class B common stock shares held by various Silver Lake Funds. These conversions were reportedly part of distributions to participants within the Silver Lake Funds and, in some instances, included sales by their affiliates. This transaction is noteworthy as it represents a significant number of shares being converted from one class to another, effectively changing the equity structure. The conversions were executed under an exemption from SEC registration requirements (Section 3(a)(9) of the Securities Act of 1933), indicating that no public offering or underwriting was involved. Investors should note that Class B and Class C common stock have identical dividend and liquidation rights, suggesting that this conversion primarily impacts share count and potentially voting structures rather than economic rights per share.

Key Highlights

1Dell Technologies Inc. issued 4,716,548 shares of Class C common stock on July 11, 2023.
2The issuance resulted from the conversion of an equivalent number of Class B common stock shares.
3The shares converted were held by various entities affiliated with Silver Lake.
4Conversions were associated with distributions to participants and potential sales by Silver Lake Funds and affiliates.
5The issuance was made without registration under Section 3(a)(9) of the Securities Act of 1933.
6Class B and Class C common stock carry identical dividend and liquidation rights.
7The Company had 253,412,724 shares of Class C common stock outstanding as of June 5, 2023, prior to these conversions.

Dell Technologies Inc. 8-K Report, Unregistered Securities Sale (Jul 13, 2023)

Summary

Key Highlights

Frequently Asked Questions