News Column

Dell Agrees to $24 Billion Buyout

Feb 6, 2013

Kirk Ladendorf

Michael Dell is doubling down on the company he founded 29 years ago as a college student.

Dell Inc. made it official Tuesday morning when it disclosed that its board of directors voted to accept a $24.4 billion buyout offer from a group of investors headed by its founder and chief executive. Silver Lake Partners, an California investment company that specializes in technology investments, is a major player in the deal.

The company expects the buyout, which would be the world's largest since before the global financial crisis of 2008, will be approved by shareholders and completed before the end of July. The deal would allow Michael Dell to continue reshaping the company without the bottom-line pressures that face publicly traded businesses. Shareholders would receive $13.65 per share from Dell, which is the largest private employer in Central Texas, with about 14,000 workers here out of a 100,000-plus global workforce.

If the buyout is completed, Dell Inc. will have two equity owners -- Michael Dell and Silver Lake -- the company said in a regulatory filing. The company also said, "We do not anticipate job eliminations as the result of the proposed transaction."

Michael Dell, who turns 48 this month, said the buyout deal would give him and senior management more time to complete a revamping effort that they started several years ago.

"Dell has made solid progress executing this strategy over the past four years," Michael Dell said in a statement, "but we recognize that it will still take more time, investment and patience, and I believe our efforts will be better supported by partnering with Silver Lake in our shared vision. I am committed to this journey, and I have put a substantial amount of my own capital at risk together with Silver Lake, a world-class investor with an outstanding reputation.

"We are committed to delivering an unmatched customer experience and are excited to pursue the path ahead."

The CEO will contribute his 14 percent ownership stake in Dell's stock to the deal and also will put in an undisclosed amount of cash. MSD Capital, Michael Dell's New York-based investment company, also will put an undisclosed amount of cash into the deal. Analysts say Silver Lake is expected to invest about $1 billion, and software giant Microsoft Corp. will contribute a $2 billion loan to the deal.

Silver Lake also arranged a consortium of banks to provide up to $15 billion in debt financing for the deal. Those banks are Bank of America Merrill Lynch, Barclays, Credit Suisse and RBC Capital Markets.

Tuesday's announcement followed three weeks of swirling rumors and reports about the proposed deal. The company said Michael Dell set the deal in motion in August, when he informed the board he was considering a buyout. Dell's board conducted "an extensive review of strategic alternatives" before deciding that the buyout was the best option for shareholders, said company spokesman David Frink. Among the options rejected by the board was the potential breakup of the company.

Some investment and tech analysts said the buyout is the best way to turn around the company, which has been plagued by falling revenue and profits, in part because of a sluggish personal computer sales market and rising Asian competition.

"The deal makes sense," wrote analyst Brian Marshall with ISI Group, because it gives management the time to remake the company away from the prying eyes of competitors and the distraction of public shareholders.

The company has a strong balance sheet, a promising set of technology assets, and it can be had for a relatively low price, the analyst said.

"A private Dell is a stronger Dell," said analyst Patrick Moorhead with Moor Insights & Strategy. "When Dell goes private, there is going to be this older player with a new way of competing.

"I think Dell will shake up things in the industry. Michael and the board and the investors want to see this company move a lot quicker. By going private, Dell is going to move a lot quicker."

Dell and its backers signaled Tuesday that they will keep pushing ahead with the company's ongoing journey to become a one-stop shop for selling advanced hardware, software and services to large and mid-sized business customers. Dell has spent more than $13 billion over the past five years to acquire more than two dozen tech companies involved in storage networks, data networking, services, security and software.

Egon Durban, a managing partner of Silver Lake, said the investment company will work with Dell's management to "accelerate the company's transformational strategy to become an integrated and diversified global IT (information technology) provider."

"Michael Dell is a true visionary and one of the pre-eminent leaders of the global technology industry," Durban said.

The company's next step is to actively seek alternative buyout bidders, but analysts say a competing buyer is unlikely to be found because of the size of the deal and because the CEO and largest shareholder is part of the existing bid.

Marshall and other analysts said the deal makes sense because Dell has plenty of cash on its balance sheet and generates a strong cash flow from operations. That will help cover the interest expense of the debt financing for the deal and, potentially, pay down debt.

Some analysts were more skeptical of the deal.

Charles Wolf with Needham & Co. told Reuters news service that Dell Inc. has been rebuilding itself for several years since Michael Dell retook control of the company from former CEO Kevin Rollins in 2007.

"There has been no turnaround, and the bottom line is Michael was the one who built the company," Wolf said.

Analyst Shaw Wu with Sterne Agee said, "We are not sure going private improves the company's fundamental position."

Despite its efforts to remake itself, Dell Inc. still depends on its PC-related business for about 70 percent of its revenue, Wu said, and that part of the company is under pressure from the growing popularity of smart mobile devices such as smartphones and tablets.

Computer industry rival Hewlett-Packard Co. said it would try to capitalize on new uncertainty about Dell created by the buyout.

"The company faces an extended period of uncertainty and transition that will not be good for its customers," HP said in a statement. "And with a significant debt load, Dell's ability to invest in new products and services will be extremely limited. Leveraged buyouts tend to leave existing customers and innovation at the curb. We believe Dell's customers will now be eager to explore alternatives, and HP plans to take full advantage of that opportunity."

Other analysts responded that HP has enough of its own business challenges to make it an unlikely critic of Dell.

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