Dell Inc. received two rival buyout proposals before the closing of its “go shop” period that could see the company accept an offer higher than the current $24.5 billion deal.
The Round Rock, Texas-based computer maker received one offer from an investment consortium headed by Blackstone and another offer from activist shareholder Carl Icahn. Both deals give the company a higher valuation than the initial proposal that the company is considering. Dell’s special committee said it would be negotiating with all three groups.
The company received an offer on Feb. 5 from private equity firm Silver Lake Management, founder Michael Dell, and Microsoft made an offer to take the computer maker private for $13.65 per share, or approximately $24.5 billion.
Blackstone along with Xerox affiliate Boulder Acquisition, Francisco Partners and Insight Venture Management, made a proposal that would allow shareholders choose between all cash or stock transactions, but would be a higher price if done in all cash. Each deal would be in excess of $14.25 per share. A $14.25 share price would value the company at approximately $25.58 billion. Blackstone said that it would finance the acquisition with a combination of debt and equity and said that Morgan Stanley was its lead debt financing source to prepare financing for the deal. Shareholders would have the option of keeping their stake in the company and could keep shares that were subject to a cap but would be valued at more than $14.25 per share. Shareholders who sell for cash would receive a higher price per share.
The Icahn proposal consists of a $5 billion equity commitment consisting of $1 billion in new cash from Icahn Enterprises in addition to the existing $1 billion in common stock it already holds and another $3 billion put together by Icahn and its affiliated investors. The Icahn proposal values the company at $15 per share, or approximately $27 billion. The proposal would leave Icahn with a 24.1% stake in the company, with existing shareholders owning 58.1% of the company. Southeastern Asset Management would own 16.6% of the company and T. Rowe Price would own 9.3%. Both Southeastern and T. Rowe Price are significant existing shareholders that oppose the Silverlake/Michael Dell proposal.
The Icahn offer would add $5.218 billion in new debt and use $7.4 billion in cash currently available at the company. Dell shareholders would get either new shares of the surviving company or up to $15.65 per share if they sell their shares for cash.
Dell announced a $15 billion covenant-lite credit facility to fund the deal last month. Lead managers are Bank of America Merrill Lynch, Barclays, Credit Suisse and RBC Capital Markets. As it is now, the deal will be financed by a combination of cash and equity contributed by Michael Dell, cash from Silver Lake andMSD Capital, a $2 billion loan from Microsoft, new loans and bonds priced on the new issue market, and the rollover of existing debt. Dell had approximately $9 billion in long-term debt as of Nov. 2, 2012. The company is expected to offer $2 billion in first-lien notes and $1.25 billion in second-lien notes.
Opposition to the deal formed quickly. Southeastern said in a letter to shareholders that the buyout agreement drastically undervalues the company; by its own calculations Dell is worth $24.00 per share, or approximately $35.4 billion. The investor said it would consider all available options in blocking the deal, including a proxy fight, litigation claims and appraisal rights under Delaware statues. SAM would be in favor of a go-private transaction or recapitalization transaction in another form that would put a higher value on the computer maker. Southeaster was joined by T. Rowe Price and Icahn as well as smaller shareholders, including Alpine Capital Research and Schneider Capital, which lined up against the buyout.