01—Abstract
Summary
Summary of the 8-K filed January 18, 2024. Cited figures are marked; the original filing is the authoritative source.
Dell Technologies Inc. has filed an 8-K report detailing the unregistered issuance of Class C common stock upon the conversion of Class B common stock held by Silver Lake Funds.
These conversions, occurring on January 12 and January 16, 2024, involved a total of approximately 4.58 million shares and were executed under the terms of the company's certificate of incorporation, allowing for one-to-one conversion of Class B to Class C shares. The company is relying on the Section 3(a)(9) exemption from registration under the Securities Act of 1933 for these transactions. This event primarily relates to the internal restructuring and potential distributions or sales of shares by the Silver Lake Funds to their participants.
For investors, this filing signifies a change in the composition of Dell's outstanding shares, specifically an increase in Class C common stock due to these conversions. While the total number of outstanding shares of Class C common stock before these conversions was approximately 262.22 million, the exact post-conversion total is not explicitly stated but would be an increase of the shares converted. The conversion right is a standard feature for Class B shareholders, and the Class C shares carry equivalent dividend and liquidation rights.
02—Key points
Key Highlights
- Dell Technologies Inc. issued approximately 4.58 million shares of Class C common stock in January 2024.
- The issuance occurred upon the conversion of an equivalent number of Class B common stock shares held by Silver Lake Funds.
- Conversions took place on January 12, 2024 (321,561 shares) and January 16, 2024 (4,253,469 shares).
- The conversions were facilitated by distributions and potential sales by the Silver Lake Funds to their participants.
- Dell is utilizing the Section 3(a)(9) exemption from registration under the Securities Act of 1933 for these share issuances.
- Class B common stock holders have a standing right to convert their shares into Class C common stock on a one-to-one basis.
- The Class C common stock issued carries the same dividend and liquidation rights as Class B common stock.
03—Questions
Frequently Asked Questions
What is the main purpose of this 8-K filing?
The main purpose of this 8-K filing is to report the unregistered issuance of Dell's Class C common stock upon the conversion of Class B common stock held by Silver Lake Funds. This reflects changes in the company's capital structure due to these conversions.
Are these new shares being issued to the public or to investors?
These shares are not being issued to the general public in a new offering. They are a result of the conversion of existing Class B shares held by Silver Lake Funds, which may then be distributed or sold by the Silver Lake Funds to their participants. The transactions are occurring under existing rights and exemptions.
Does this conversion impact the total number of outstanding shares significantly?
The filing indicates that approximately 4.58 million shares of Class C common stock were issued. While this is an increase, the overall impact on the total outstanding shares needs to be considered in the context of Dell's total share count (which was over 262 million Class C shares outstanding before these conversions).
What is the significance of the Section 3(a)(9) exemption?
The Section 3(a)(9) exemption allows for the issuance of securities in exchange for other securities without requiring registration with the SEC, provided certain conditions are met. This means Dell did not have to file a full registration statement for these specific conversions, as they were exchanges of stock between the company and its existing security holders under specific provisions.
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