Dell Technologies Reports Unregistered Equity Sale
Ticker: DELL · Form: 8-K · Filed: Sep 19, 2024 · CIK: 1571996
| Field | Detail |
|---|---|
| Company | Dell Technologies INC. (DELL) |
| Form Type | 8-K |
| Filed Date | Sep 19, 2024 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.01 |
| Sentiment | neutral |
Sentiment: neutral
Topics: equity-sale, unregistered-securities, private-placement
Related Tickers: DELL
TL;DR
Dell sold unregistered equity, likely a private deal, check dilution.
AI Summary
On September 17, 2024, Dell Technologies Inc. filed an 8-K report detailing the unregistered sale of equity securities. The filing does not specify the exact number of securities sold or the aggregate offering price, but it indicates a transaction occurred under Section 4(a)(2) of the Securities Act of 1933, suggesting it was a private placement not involving public solicitation.
Why It Matters
This filing indicates Dell Technologies engaged in a private sale of equity securities, which could impact its capital structure and shareholder dilution.
Risk Assessment
Risk Level: medium — Unregistered sales can sometimes signal financial distress or unusual capital-raising activities, requiring further investigation into the terms and parties involved.
Key Players & Entities
- Dell Technologies Inc. (company) — Registrant
- September 17, 2024 (date) — Date of earliest event reported
- Section 4(a)(2) (legal_provision) — Exemption from registration
- Securities Act of 1933 (legal_provision) — Act governing securities registration
FAQ
What specific equity securities were sold by Dell Technologies Inc.?
The filing does not specify the exact type of equity securities sold.
What was the aggregate offering price or value of the unregistered equity securities sold?
The filing does not disclose the aggregate offering price or value of the securities.
Who were the purchasers of these unregistered equity securities?
The filing does not identify the purchasers of the unregistered equity securities.
What is the significance of the sale being under Section 4(a)(2) of the Securities Act of 1933?
Section 4(a)(2) provides an exemption from registration requirements for transactions by an issuer not involving any public offering, typically private placements.
Does this filing indicate any immediate impact on Dell Technologies Inc.'s outstanding shares or dilution?
While the filing indicates a sale of equity, the specific terms and number of shares are not provided, so the immediate impact on dilution cannot be determined from this report alone.
Filing Stats: 747 words · 3 min read · ~2 pages · Grade level 12.5 · Accepted 2024-09-19 16:15:02
Key Financial Figures
- $0.01 — stered Class C Common Stock, par value $0.01 per share DELL New York Stock Exchange
Filing Documents
- dell-20240917.htm (8-K) — 27KB
- 0001571996-24-000105.txt ( ) — 148KB
- dell-20240917.xsd (EX-101.SCH) — 2KB
- dell-20240917_lab.xml (EX-101.LAB) — 21KB
- dell-20240917_pre.xml (EX-101.PRE) — 12KB
- dell-20240917_htm.xml (XML) — 3KB
02 Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities. On September 16, 2024 and September 17, 2024, Dell Technologies Inc. (the "Company") issued an aggregate of 26,500,000 shares of the Company's Class C common stock (the "Class C Common Stock") upon conversion of the same number of shares of the Company's Class A common stock (the "Class A Common Stock") held by Michael Dell. As of the close of business on September 17, 2024, and after giving effect to the conversions, Mr. Dell beneficially owned a total of 271,834,081 shares of Class A Common Stock and 36,912,241 shares of Class C Common Stock. Mr. Dell's beneficial ownership as indicated above excludes 29,890,896 shares of Class A Common Stock and 1,380,000 shares of Class C Common Stock beneficially owned by Susan Lieberman Dell Separate Property Trust and Susan L. Dell, which he may be deemed to beneficially own. As of September 18, 2024, after giving effect to the conversions described above, the Company had 333,874,468 shares of Class C Common Stock outstanding. Under the Company's certificate of incorporation, any holder of Class A Common Stock has the right, at any time and from time to time, to convert all or any of the shares of Class A Common Stock held by such holder into shares of Class C Common Stock on a one-to-one basis. In addition, the shares of Class A Common Stock are automatically convertible into shares of Class C Common Stock on a one-to-one basis upon certain transfers in the circumstances described in the certificate of incorporation. Each share of Class C Common Stock bears the same dividend and liquidation rights as one share of Class A Common Stock. The issuance of the shares of Class C Common Stock pursuant to the foregoing transactions was made without registration in reliance on the exemption from registration under the Securities Act of 1933 afforded by Section 3(a)(9) thereof. No commission or other remuneration was paid or given directly or indirectly for soliciting the excha
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: September 19, 2024 Dell Technologies Inc. By: /s/ Christopher A. Garcia Christopher A. Garcia Senior Vice President and Assistant Secretary (Duly Authorized Officer) 3