M&A

  • He's doing exceptional photographic work recently.

    M&A

    Carl Icahn Will Have To Wait Until October/Never For His Dell Proxy Fight

    It’s useful to be reminded every now and then that shareholders don’t really “own” corporations and they certainly don’t run them. Whatever you think of Carl Icahn’s self-funded, mildly loony plan to do a leveraged-recap-via-tender-offer of Dell, his basic argument, that Dell shareholders should be able to vote to (1) do that, (2) sell the […]

    / Aug 16, 2013 at 5:29 PM
  • I mean they probably aren't actually setting up the chairs or anything.

    M&A

    Dell Pretty Sure That This Time It’s Figured Out This Merger Thing

    Did you fly to Round Rock today to vote on Michael Dell and Silver Lake’s buyout of Dell? No, you did not, even I can’t keep up that fiction any more. By my count this is the third same-day cancellation of the special meeting but everyone’s figured out the game by now. Dell will eventually […]

    / Aug 2, 2013 at 4:27 PM
  • Really among the greatest photographs of a human being ever taken.

    M&A, News

    Even Carl Icahn Wants To Wrap Up This Dell Thing

    Carl Icahn’s ideal literary genre may be the press release – or, possibly, the tweet – but sometimes you want to write at length and filing a 25-page complaint in the Delaware Court of Chancery gives you that luxury. Plus I guess some lawyers to write it, but the complaint Icahn filed against Dell today […]

    / Aug 1, 2013 at 5:58 PM
  • FACT: The least interesting picture of Carl Icahn is more interesting than the most interesting picture of Michael Dell. If this thing goes to September I'm gonna be using pictures of silver lakes.

    M&A, News

    Dell’s Board Is Having So Much Fun They’re Thinking Of Keeping This Going Until September

    I think we can all agree that the Dell board’s latest proposal to its buyout group – to up the price from $13.65 to $13.75, not change the voting rules, but move the vote to mid-September, with an August record date – is a bad idea. I mean I’m sure we can’t all agree on […]

    / Jul 31, 2013 at 12:57 PM
  • Take a tweet:

    M&A

    Carl Icahn And Michael Dell Will Miss Spending Time With Each Other When This Is All Over

    A fun thing about being rich is that it expands your opportunities for passive-aggressive sniping. Like, if Michael Dell wants to insult Carl Icahn, he can call up the Wall Street Journal and Bloomberg and say “hey, I was thinking about insulting Carl Icahn, if I do will you print it?,” and of course the […]

    / Jul 29, 2013 at 6:10 PM
  • over here

    M&A

    Carl Icahn Gets Another Week To Screw Around With Dell, But This Is The Last Time, They Mean It

    I’m sure this is false but I’m going to carry on believing that someone, somewhere, flew to Round Rock, Texas last week for the Dell shareholder meeting, arrived to learn it was cancelled, got on the next plane back to New York or, I dunno, Switzerland, and then flew in again this morning for the […]

    / Jul 24, 2013 at 12:56 PM
  • warrants!

    M&A, News

    Carl Icahn Throws Some Warrants Into His Dell Thing Because Really Why Not?

    There are enough absurdities on the surface of Carl Icahn’s pseudo-proposal for Dell that you don’t need to think deeply to find more but I guess you could. One thing that might bother you if you let it is the old slicing-the-pie-to-make-more-pie thing. Why should funding Dell with more debt and less equity, and running […]

    / Jul 12, 2013 at 1:24 PM
  • This is gonna be my go-to Icahn-as-evil-genius picture.

    M&A, News

    Carl Icahn: If You Like This Dell Buyout, Why Not Vote Against It?

    I’ve made fun of Carl Icahn’s involvement in Dell a few times, because it has been pretty nutty and half-baked, but I hope that doesn’t obscure my fundamental fondness for the man. I sometimes think that we’re a lot alike: we both come to work every day with the goal of being amused by the […]

    / Jul 10, 2013 at 11:42 AM
  • I kind of want to never use anything but his creepy Twitter-bio picture ever again.

    M&A, News

    Who Will Be Saddest About A Successful Dell Buyout?

    With today’s ISS report endorsing the Michael Dell / Silver Lake buyout of Dell, and with the market up on the likelihood that the deal will go through when shareholders vote on July 18, I suppose it’s about time to start the postmortems. How do you see the winners and losers? The opposition, led by […]

    / Jul 8, 2013 at 2:11 PM
  • kinder gentler Icahn pic

    M&A

    Carl Icahn Agreed To Lend Himself Some Money For Dell

    The latest in the Dell saga is that Carl Icahn has announced that he’s got the money to do his $10-to-$14-or-whatever-a-share tender offer, and by “money” of course I mean commitments from lenders that are contingent on the tender offer happening, which itself is contingent on a bunch of other things, including Dell shareholders voting […]

    / Jul 2, 2013 at 10:17 AM
  • Not this much

    M&A

    Who Else Wants To Weigh In On How Much Dell Is Worth?

    There are people who think that a stock is worth what someone will pay you for it, but that’s sort of a boring conversation. Talking about fundamental, long-term, present-value-of-future-cash-flows type values gives much more scope for debate, analysis, and fantasy. See, this company is just trading at four dollars a share. It’s worth hundreds. Normally […]

    / Jun 24, 2013 at 11:50 AM
  • Also the bullets are red. "DON'T USE RED IN PITCHES YOU'LL SCARE THE CLIENT." Though I guess that's the point here.

    M&A, News

    Michael Dell Has A Few Bullet Points He’d Like To Run Through With Investors

    I submit to you that Michael Dell’s “presentation to investors” filed today will tell you everything you need to know about Dell, even if you don’t read it. Just look at it! Here, for instance, is the slide justifying the $13.65 price that Michael Dell and Silver Lake are paying to LBO the company: Why […]

    / Jun 21, 2013 at 10:21 AM
  • How does this picture of Ebix CEO Robin Raina affect your opinion about the accounting fraud / lack thereof?

    M&A

    For Some Reason Goldman Doesn’t Want To Buy Company Accused Of Accounting Fraud

    This is a not a phrase that you see a lot in the M&A context: We want to thank Goldman Sachs for their interest in acquiring Ebix and we are naturally disappointed that we could not complete a transaction at this time. Thanks guys! Really enjoyed getting to know you but it just didn’t work […]

    / Jun 20, 2013 at 4:33 PM
  • packaged meat expert

    M&A, News

    Smithfield Didn’t Want To Be Piggish In Its Merger Negotiations

    I guess when you’re negotiating a merger you always think you’re being clever but when it’s reduced to the affectless blow-by-blow in a merger proxy it can sound a little silly: On April 19, 2013, Parent [Shuanghui International] sent a revised non-binding written proposal to Smithfield increasing the price per share Parent was willing to […]

    / Jun 20, 2013 at 11:40 AM
  • I mean, the thing is, they are cute.

    M&A

    Starboard Thinks Smithfield Could Squeeze Some More Money Out Of Its Pigs

    Starboard Value’s letter to Smithfield Foods arguing that Smithfield is selling itself too cheaply to Shuanghui International makes for tough reading if you think pigs are cute. The 16-page letter does a pretty detailed sum-of-the-parts valuation of Smithfield at, like, a pig-by-pig level, and it doesn’t end well for the pigs. Sum-of-the-parts value has a […]

    / Jun 17, 2013 at 1:10 PM
  • Ron Perelman, makeup mogul

    M&A

    Revlon Board Decided The Less It Knew About The Merger It Was Approving, The Better

    If you’re a director of a public company with a controlling shareholder, and that shareholder wants to buy out the rest of the shares, you have a problem. On the one hand, you have fiduciary responsibilities to your non-controlling shareholders to get them the best possible deal. On the other hand: you have a controlling […]

    / Jun 13, 2013 at 12:56 PM
  • I count 39% green?

    M&A

    Dell: Our Performance Has Been Atrocious, But Only For Certain Limited Purposes

    One of my favorite themes in the Dell LBO pseudo-battle is the cognitive dissonance between Dell’s need to tell its shareholders how screwed it is, for the purpose of convincing them to vote to sell at the somewhat underwhelming price of $13.65, and its need to simultaneously tell everyone how good it is, for most […]

    / Jun 10, 2013 at 7:04 PM
  • Also let's cut off the y axis so our shitty performance looks even shittier!

    M&A

    Dell Begs Shareholders To Put It Out Of Its Misery

    I feel like it would be a useful, or at least entertaining, exercise to require every company, once a year or so, to give a presentation to its shareholders that is like “here’s why you should vote for an LBO of our company at a ~2% premium to the current stock price.” Even if there’s […]

    / Jun 5, 2013 at 10:48 AM
  • Guy Hands

    M&A

    Terra Firma Gets Second Chance To Prove It Only Bid For EMI Because It Thought Everyone Else Would Too

    Fundamentally if you’re a sell-side M&A banker your job is to find a buyer and get them to overpay for the company you’re selling. I mean, oh, you know, you’re a repeat player and reputational concerns and continued business relationships and all that militate against getting them to overpay too much. But mostly, the more […]

    / May 31, 2013 at 3:16 PM
  • Be careful you don't tumbl off that thing! SORRY

    M&A, News

    Yahoo! Radically Changes Acquisition Strategy To “Don’t Screw It Up”

    If you’ve seen the internet today you know that everyone wants to talk about their feelings regarding the union of Yahoo! and Tumblr, those icons of two different generations of internet orthography. Do you prefer the florid olden style of Extraneous Punctuation! or the sleek postmodern vibe of Mssng Lttrs?1 Let us know in the […]

    / May 20, 2013 at 2:30 PM
  • Getting there

    M&A

    Dell Wants Shareholders To Know That Southeastern Wasn’t Looking Out For Them

    Man, the resistance to this Dell deal is crumbling pretty fast isn’t it? Blackstone dropped its bid two weeks ago, Icahn and Southeastern have been relatively quiet since Icahn defended his right to a free exchange of ideas just before Blackstone dropped out, and the stock is at $13.33, ~2% below the $13.65 deal price, […]

    / May 2, 2013 at 5:54 PM
  • Oh, agreements.

    M&A

    Carl Icahn And Dell Disagree About What They Agreed On

    A good public-relations rule of thumb is that, when you and your nemesis sign an agreement putting aside your differences, you should probably also agree on how you’ll announce your new friendship to the world. What you don’t want to do is, for instance, to sign a standstill agreement with a potential buyer in your […]

    / Apr 16, 2013 at 6:22 PM
  • Not sure how they chose which to be solid & which to be dotted other than, like, the ones that look bad got dotted lines.

    M&A

    Dell’s Board Was So Fed Up With Its Managers That It Sold Them The Company

    I learned a new word, or word-like sequence of letters, reading the Dell merger proxy this weekend. The word is “must-believe,” and it’s a noun meaning a thing you must believe in order to embark on a certain course of action. You don’t have to believe a must-believe, but if you don’t believe it you […]

    / Apr 1, 2013 at 1:56 PM
  • What can I say, I like Dell

    M&A

    Michael Dell Wanted To Escape Public Markets’ Short-Term-ism For About 45 Days

    Two ideas at the heart of modern financial economics are the efficient markets hypothesis, which says that investing doesn’t work, and the Modigliani-Miller theorem, which says that corporate finance doesn’t work.1 Also there is a financial industry which is pretty much organized around ignoring those ideas. Hahaha how stupid of David Einhorn to think that […]

    / Mar 27, 2013 at 3:57 PM
  • This means he's bluffing!

    M&A

    Carl Icahn Thinks That Whatever Company He Bought This Week Is Wildly Underpriced

    My thinking on Carl Icahn changes day to day but my current model is that he is a man who after a long and successful career in money management retired in March of 2011 to spend more time on his hobbies. And that his hobbies are irritating Bill Ackman, hijacking public company M&A deals, and […]

    / Mar 7, 2013 at 3:29 PM
  • Unimpressed

    M&A, News

    Prediction: Tomorrow Bill Ackman Will Announce That Dell Is A Pyramid Scheme

    In a Black-Scholes world you wouldn’t have long tedious arguments about whether an LBO represents a good deal for shareholders. You think Dell is undervalued at $13.65 a share? Hey that’s super. Pay $13.66 for 51% of the shares and vote the deal down.1 The end. There’s a certain class of debates that can be […]

    / Mar 6, 2013 at 5:57 PM
  • Now I will sing the background of the merger to you

    M&A

    Heinz Put A Lot Of Thought Into What Would Happen If Warren Buffett Ran Out Of Money

    Classically, the “Background of the Merger” section of a merger proxy is where you get the fun details of how the deal came to be, from which you can perhaps extract a sense of whether or not the deal is a good one for shareholders. But it’s written by lawyers so sometimes their idea of […]

    / Mar 5, 2013 at 1:55 PM
  • Is he in a basement here?

    M&A, News

    Dell Board Can’t Get Into Specifics, But Just Trust Them When They Say: Sell!

    Dell reported earnings today and they feel a little pointless, as Dell is no longer particularly an earnings play, unless of course it is. Dan Primack is mad because of the irrelevancy of the exercise: What Dell did not want to talk about, however, was its pending $28 billion buyout by company CEO Michael Dell […]

    / Feb 19, 2013 at 6:52 PM

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