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.