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 actually hold a shareholder meeting, but no one will come, which will be awkward except not really because nobody really comes anyway. The proxies come, that’s what matters.
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 is pretty Icahn-y, in that it is full of colorful language and doesn’t seem to be all that connected to any, y’know, legal theory. Basically he’s mad at Dell’s board for offering to move the special meeting on the merger to September, so he’s suing to stop them from doing it, even though they haven’t done it. And his theory is that, by moving the special meeting and the associated record date, Dell is putting more votes into the hands of merger arbs, as part of its nefarious plan to convince long-term shareholders to sell by talking down the stock. I found this passage downright poetic: Read more »
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 the substance, but just, September? Do you want to be reading about this in September? Sheesh. Carl Icahn has some Herbalife craziness to attend to; let’s wrap this thing up.
The Dell board is in a really weird place, no? It has decided that the thing that is in the best interests of shareholders is to sell to Michael Dell and Silver Lake for $13.65 per share. Shareholders have mixed feelings about the matter, but a majority of them agree, though only a plurality of the shareholders not named Michael Dell agree.1 The board now, in its more or less absolute discretion, gets to choose between: Read more »
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 rescheduled meeting, only to find out that it was cancelled again. Cartoon steam is coming out of his ears right about now, though this time at least he’s being compensated for the delay: Read more »
You have to be a little nuts to go to a shareholder meeting, though I suppose when the meeting is to vote on a hotly contested proposal to merge the company out of existence you might have business reasons for doing so. So if you’re a merger-arb analyst following Dell closely, I hope you didn’t fly to Austin last night! If on the other hand you’re just, like, a general retired crackpot, I’d love to hear what your plans are for the next week:
Dell Inc. announced that today’s Special Meeting of Stockholders was convened and adjourned to provide additional time to solicit proxies from Dell stockholders. No vote was taken on the proposed transaction prior to the adjournment.
The Special Meeting will reconvene on July 24, 2013 at 5:00 p.m. Central Daylight Time at the Dell Round Rock campus, Building No. 2, Houston-Dallas conference room, 501 Dell Way, Round Rock, Texas 78682. The record date for stockholders entitled to vote at the Special Meeting remains June 3, 2013.
I hope someone will make a touching romantic comedy about two Dell shareholders stuck in Round Rock for a week waiting for the meeting to re-convene. Read more »
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 it with less cash, make it more valuable? Icahn’s plan involves paying shareholders $16 billion in cash in exchange for reducing Dell’s net asset value by $16 billion; the total value of what the shareholders own (Dell shares -> cash + shares) should really stay the same.
This is an argument against all corporate finance structuring and nobody really believes it, though some people come close. Obviously you can make a company more valuable by financial engineering!1 There’s some debate, though, over which sorts of engineering actually work. LBOs? Definitely. (I mean, probably.) Levered recaps? Sometimes, sure. Preferred-stock-funded recaps? Umm. Maybe!
Just some random warrants? No come on that’s nuts.
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 Southeastern Asset Management and Carl Icahn, look increasingly like goofballs. Like: here was Dell, with a cash takeover signed at $13.65 per share and no competing bidders in sight. Southeastern and Icahn teamed up delightfully to both sell low and buy high: Southeastern sold millions of shares at below the deal price,1 while Icahn’s average cost in his shares appears to be at least $13.70. Throw in his share of the proxy solicitation costs and he’s out about $12 million, plus whatever he paid for the rather uninspiring financing commitments for his hypothetical tender offer, though to be fair those seem to have been payable mostly to himself. Anyway here:2 [Update: wasn't counting the June $0.08 dividend in his basis; if you include that then he's basically breaking even rather than losing $12mm. Correct chart in the footnote.2A]
Is $12mm or so a lot for Icahn to lose? No obviously not. Read more »