Stephen Percoco, CFA
Oct. 29, 2013, 11:26 AM
- 25 years after its IPO, and more than a decade after it became the world's largest PC maker (for a while), DELL is once more a private company, thanks to Michael Dell and Silver Lake's $24.9B LBO. (PR)
- Shareholders are set to receive $13.75/share in cash + a $0.13/share dividend payment. Dell has commenced the process of delisting from the Nasdaq.
Sep. 12, 2013, 10:42 AM
- As was widely expected, a majority of outstanding Dell (DELL) shares have been voted in favor of Michael Dell and Silver Lake's $24.9B LBO offer. (PR)
- The transaction is expected to close before the end of Dell's Oct. quarter (FQ3). Shareholders will receive $13.75/share in cash and a $0.13/share special dividend, and are guaranteed an $0.08/share FQ3 quarterly dividend.
Sep. 12, 2013, 3:41 AM
- Michael Dell and Silver Lake are finally expected to win their battle to take Dell (DELL) private today, with their buyout proposal of $24.9B set to receive shareholder approval.
- The vote comes after Carl Icahn gave up on his attempt to gain control of Dell earlier this week.
- Michael Dell will own 75% of the company and remain CEO as he seeks to turn it around away from the unforgiving glare of Wall Street. The plan is to turn Dell into a "solutions" provider, with management set to increase their focus on three areas: security software, tools and "IT in a box."
- Yesterday, Dell set indicative pricing on a $5.5B loan that will help pay for the buyout, with the package comprising a $1.5B five-year term loan C and a $4B 6.5-year term loan B.
Sep. 10, 2013, 12:52 PM
- A source tells Bloomberg the Dell (DELL +0.1%) LBO group has secured enough votes ahead of Thursday's official shareholder vote for their $24.9B acquisition of the IT giant to go through.
- The report isn't too surprising, particularly after Carl Icahn threw in the towel yesterday.
- Dell shares are at $13.85, or less than 1% below the $13.96/share being offered by the LBO group (after factoring dividend payments).
Sep. 9, 2013, 9:59 AM
- Declaring in a shareholder letter it would be "almost impossible" to prevail in a Sep. 12 shareholder vote, Carl Icahn says he won't "pursue additional efforts" to thwart Michael Dell/Silver Lake's LBO bid. (14A)
- Icahn also encourages those angry at Dell's (DELL) board to follow him on Twitter "where from time to time I give my investment insights."
- Icahn's decision formally removes the last obstacle for the LBO offer ($13.75/share + $0.13/share special dividend + a guaranteed $0.08/share quarterly dividend payment) to be approved on Thursday. Informally, investors have already been expecting as much; Dell shares are nearly unchanged today.
- More on Dell/Icahn
Aug. 16, 2013, 7:56 AM
- Carl Icahn and Dell (DELL) are due in court today, when the activist investor will ask a judge to fast-track his lawsuit against the company in his battle for control of the firm with Michael Dell.
- Icahn wants to delay a shareholder vote on Michael Dell's and Silver Lake's offer for the company, which is due for September 12, and instead hold an annual meeting first, where he would attempt to install his own candidates as board members and fire the CEO.
- Icahn also wants to force Dell's special committee to reverse its decision not to count abstention votes as no votes. Not including them in the tally is seen as advantageous to the buyout group.
- Yesterday, Dell reported Q2 earnings that topped forecasts but net profit slumped 72% to $204M.
Aug. 11, 2013, 1:42 AM
- Delaware's Court of Chancery is scheduled to hold a hearing tomorrow over whether to fast-track Carl Icahn's legal challenge to Michael Dell's and Silver Lake's bid to take Dell (DELL) private.
- Time is of the essence for Icahn, with a shareholder vote on the offer due on September 12, the financing for his rival proposal for Dell set to expire on September 17, and the company's board scheduled to vote on October 17.
- Icahn wants simultaneous ballots on his and Michael Dell's bids, while he's also unhappy about changes to the voting requirements that he believes have rigged the ballot against him.
Aug. 6, 2013, 2:37 AM
- Carl Icahn bought 4M more Dell (DELL) shares last week, taking his total holding to 156.5M shares and his stake to 8.9% from 8.7%.
- Icahn, who is battling Michael Dell and Silver Lake for control of the company, bought the stock the same day he filed a lawsuit seeking to block a a possible change to the shareholder date of record.
- A day later, the buyout group sweetened their offer to $13.75 a share plus a $0.13 special dividend, and pledged that the quarterly $0.08 dividend would be paid. In return, Dell's special committee pushed back the date of record to August 13.
- Icahn bought the shares at $12.94 each, meaning he'd make a profit on the transaction if Michael Dell's and Silver Lake's new bid is accepted.
Aug. 2, 2013, 9:44 AM
- Dell's (DELL +4.7%) special committee supports Michael Dell and Silver Lake's revised offer, which includes a $0.13/share special dividend to go with a $13.75/share purchase price, and a guarantee Dell's $0.08/share Q3 dividend will be paid.
- The committee has agreed to change the date of record for the deal to Aug. 13 from June 3, and (more importantly) has changed the voting rules to ignore abstained votes. Only a "majority of disinterested shares actually voting on the matter" is needed.
- Dell's special meeting has been adjourned until Sep. 12.
- The deal's breakup fee has been lowered to $180M from $450M.
- Dell shares have jumped, but are still trading a little below the deal's offer price.
Aug. 2, 2013, 7:07 AM
- Despite saying that their $13.75-a-share bid to take Dell (DELL +3.4%) private is their final offer - just like the original $13.65 proposal was - Michael Dell and Silver Lake are reportedly close to a deal to again sweeten the offer by adding a special dividend for shareholders.
- In return, Dell's special committee would discount abstentions, which under current rules would be counted as "no" votes. The move would probably ease the passage of the buyout group's bid, but would require today's ballot to be delayed again.
- However, Carl Icahn might have something to say about any alteration to the rules, having already sued to stop a possible change to the shareholder date of record.
Aug. 1, 2013, 1:47 PM
- Carl Icahn has filed suit against Dell (DELL +1.7%) and its board to prevent a change in the shareholder record date (currently June 3) upon which Friday's LBO vote will be based. A date change could lead to higher turnout, which in turn could help the deal pass.
- Dell's board stated yesterday it's open to changing the record date, but rejected Michael Dell/Silver Lake's request not to recognized abstained votes as "no" votes.
- Icahn is also demanding Michael Dell and affiliates not be allowed to vote shares bought after Feb. 5.
- Dell is rallying today, but is still 6% below the revised LBO offer price of $13.75/share.
Aug. 1, 2013, 2:13 AM
- Some of the largest Dell (DELL) investors that have abstained so far in Michael Dell's and Silver Lake's bid to take the company private have reportedly told the firm's board that they'll back the buyout group's increased offer of $13.75 a share.
- That would appear to be enough for Michael Dell and Silver Lake to win out if the record date for shareholders is amended.
- The speculation follows reports that the buyout group fears their deal will collapse after Dell's Special Committee refused to ignore abstentions, which count as no votes.
- The twice delayed investors ballot on the deal is due to take place on Friday.
Jul. 31, 2013, 10:27 AM
- A source tells Reuters Michael Dell and Silver Lake see their LBO bid collapsing unless the special committee agrees to ignore abstained votes The committee just announced it won't do it, at least not for a $13.75/share offer.
- Dell (DELL -2.8%) is down to $12.50, a price that reflects both deal pessimism and concerns about its PC business in the face of plunging consumer demand (offset some by recent share gains).
Jul. 31, 2013, 9:03 AM
- The special committee of Dell's (DELL) board rejects Michael Dell/Silver Lake's offer to raise their bid to $13.75 in exchange for an alteration in voting rules
- The board will consider a new date for a vote on a $13.75 deal, but only under current rules in which abstentions would be counted as the equivalent of "no" votes.
- The alternative is to proceed with a vote as planned on August 2 for the existing $13.65 offer.
- Shares -1.3% premarket to $12.69.
Jul. 24, 2013, 12:56 PMSilver Lake isn't willing to raise its Dell (DELL -0.4%) bid to $14/share, a source tells Reuters. The report follows one from Bloomberg indicating Dell's special committee wants a $14+/share offer in exchange for agreeing not to count abstained votes as "no" votes, as required by Michael Dell and Silver Lake as part of their new $13.75/share offer. | Jul. 24, 2013, 12:56 PM | 4 Comments
Jul. 24, 2013, 10:06 AM
After initially trading higher, Dell (DELL -0.6%) has fallen to $12.80 in the wake of Michael Dell/Silver Lake's revised $13.75/share offer (I, II). David Faber reports the special committee won't agree to changing the voting rules to ignore abstained votes, as the buyout group is insisting. "The special committee’s not doing it for a dime ... On August 2nd, you’re probably looking at $13.65 as best and final." Update: Bloomberg reports the special committee wants at least $14/share to change its rules.| Jul. 24, 2013, 10:06 AM | 2 Comments