01—Abstract
Summary
Summary of the 8-K filed June 10, 2024. Cited figures are marked; the original filing is the authoritative source.
Dell Technologies Inc. (DELL) filed an 8-K on June 10, 2024, reporting on the unregistered sale of equity securities primarily related to the conversion of Class B common stock to Class C common stock by Silver Lake entities.
Specifically, on April 4, June 3, and June 4, 2024, an aggregate of 4,288,259 shares of Class C common stock were issued upon conversion of an equal number of Class B common stock shares held by various Silver Lake entities. These conversions were conducted without registration under the Securities Act of 1933, relying on the exemption provided by Section 3(a)(9). This filing provides an update on the company's share structure, reflecting changes in the outstanding Class B and Class C common stock.
As of June 4, 2024, Dell had 309,036,606 shares of Class C common stock and 72,005,186 shares of Class B common stock outstanding. The report clarifies that holders of Class B common stock have the right to convert their shares into Class C common stock on a one-to-one basis, both optionally and automatically under certain conditions. Investors should note that the conversion process does not involve any commissions and is expected to continue to rely on the same registration exemption for future conversions.
02—Key points
Key Highlights
- Dell Technologies issued 4,288,259 shares of Class C common stock upon conversion of Class B common stock by Silver Lake entities on April 4, June 3, and June 4, 2024.
- The conversions were conducted under Section 3(a)(9) of the Securities Act of 1933, exempting them from registration requirements.
- As of June 4, 2024, the company reported 309,036,606 shares of Class C common stock and 72,005,186 shares of Class B common stock outstanding.
- Holders of Class B common stock have the right to convert their shares into Class C common stock on a one-to-one basis, either optionally or automatically under certain circumstances.
- No commissions or remuneration were paid for soliciting these conversions.
- Future conversions of Class A and Class B common stock into Class C common stock are also expected to be conducted without registration, utilizing the same Section 3(a)(9) exemption.
03—Questions
Frequently Asked Questions
What is the primary purpose of this 8-K filing?
The primary purpose of this 8-K filing is to report on the unregistered sales of equity securities, specifically the conversion of Dell's Class B common stock into Class C common stock by Silver Lake entities.
Why were these stock conversions not registered with the SEC?
These conversions were conducted without registration in reliance on the exemption provided by Section 3(a)(9) of the Securities Act of 1933, which applies to the exchange of securities of the issuer with its own security holders.
How does the conversion of Class B to Class C common stock affect shareholders?
For existing Class B shareholders, like the Silver Lake entities, it allows them to convert their shares into Class C common stock on a one-to-one basis. For other shareholders, it changes the total number of outstanding Class B and Class C shares, but the Class C shares carry the same dividend and liquidation rights as Class B shares.
Does this conversion indicate a significant shift in Dell's ownership structure or strategy?
This filing primarily details routine conversions of stock classes by a significant investor (Silver Lake) and does not inherently suggest a fundamental shift in Dell's ownership structure or overall corporate strategy. It reflects the terms of the existing share structure and conversion rights.
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