8-KSecurities & Listing

Dell Technologies Inc. 8-K Report, Unregistered Securities Sale (Mar 26, 2024)

Filed March 26, 2024For Securities:DELL

Summary

Dell Technologies Inc. filed an 8-K report detailing the conversion of Class B common stock to Class C common stock by its significant shareholder, SL SPV-2, L.P., and its affiliates. This conversion occurred over several dates in March 2024, involving a total of approximately 5.14 million shares. This transaction, which was made without registration under the Securities Act of 1933 (relying on Section 3(a)(9) exemption), represents a shift in share class for Silver Lake Partners' holdings. Importantly, both Class B and Class C common stock carry equivalent dividend and liquidation rights, suggesting no immediate change in the economic interests of these shares. Investors should note that this is a conversion between share classes held by an existing major shareholder, not a new issuance of equity diluting common shareholders.

Key Highlights

  • 1Dell Technologies Inc. reported the conversion of approximately 5.14 million shares of Class B common stock into Class C common stock by Silver Lake Partners and its associated entities.
  • 2The conversions took place on multiple dates between March 13 and March 21, 2024.
  • 3The shares were converted on a one-to-one basis as per Dell's charter provisions.
  • 4This issuance of Class C common stock was conducted without registration, in reliance on Section 3(a)(9) of the Securities Act of 1933.
  • 5The Class B and Class C common stock carry identical dividend and liquidation rights, indicating no change in economic entitlement for these shares.
  • 6As of March 18, 2024, Dell had approximately 305.2 million shares of Class C common stock outstanding prior to the entirety of these reported conversions.
  • 7No commissions or remuneration were paid for soliciting these conversions.

Frequently Asked Questions

The primary event is the conversion of a significant number of Class B common stock shares into Class C common stock shares by Silver Lake Partners and its affiliated entities. This occurred over several business days in March 2024.

This specific transaction involves a conversion between two classes of common stock already in existence. It does not represent a new issuance of shares from the company's perspective that would increase the total number of shares outstanding or dilute other shareholders. The economic rights (dividends, liquidation) of Class B and Class C shares are the same.

The conversion was made without registration under the Securities Act of 1933, relying on the exemption provided by Section 3(a)(9). This section generally exempts securities exchanged by an issuer exclusively with its existing security holders, where no commission or remuneration is paid for soliciting the exchange.

Based on the filing, both Class B and Class C common stock have identical dividend and liquidation rights. The key difference lies in their conversion rights as outlined in the company's charter, with Class B being convertible into Class C.