If there’s anything that Carl Icahn learned in the mean schoolyards of 1940s Far Rockaway, it’s chutzpah. To wit: responding to Dell’s demands for more information about his nebulous plan to sort-of take the company over by issuing a special dividend with no answers—but demands for information of his own. Read more »
Southeastern Asset Management
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, after being as high as $14.51 in the hopes of a better deal.
Dell filed its revised merger proxy today, with revisions presumably mostly driven by the SEC’s comments on its first draft from March. It doesn’t look like the SEC put up much resistance either; here’s a crappy redline and the changes are smallish. Here’s my favorite piece of SEC nitpicking:
Get it? That’s: Read more »
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 strategic process, and announce that standstill agreement one morning, and then a few hours later have the potential buyer put out his own announcement taking issue with your characterization. Another rule of thumb might be, keep Carl Icahn away from your strategic process if at all possible.
This morning Dell sort of blandly announced that Carl Icahn had agreed not to buy more than 10% of Dell’s shares, or enter into agreements with other shareholders that would get him above 15%. And this afternoon Icahn announced that that agreement meant nothing and nobody should give it a second thought: Read more »
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 reduced to just making a market and putting your money on it, and that class is probably much larger than the class of debates that actually get resolved that way.
But LBO value disputes mostly aren’t in it, because in real life the financing and friction-cost and legal and other obstacles to accumulating 51% of a big public company are daunting. Southeastern Asset Management, which thinks $13.65 is an insulting lowball offer for Dell, has awkwardly been selling shares for less. We mostly don’t live in a Black-Scholes world. But maybe Carl Icahn does? That is one hypothesis. Another is that Carl Icahn reads the paper every day and is like “oh, a situation is in the news, let me come in and fuck about with it for a while.” Tomorrow we’ll read he’s accumulated an 8% stake in the sequester.
One way in which my deep personal laziness manifests itself is my fascination with ways of getting paid not to do things.1 Contested M&A deals turn out to be full of such opportunities, from greenmail to don’t-work-for-a-hostile-bidder law-firm retainers. Break-up fees are a favorite of mine, and a place where I really feel mystified by the financial world. I have seen people lose out on a deal to a topping bid, putting them in line for an eight-figure break-up fee, and I have seen the look on their faces and: they were sad. Sad! To get paid tens of millions of dollars to stop working on the deal! I had to keep working on the deal, and no one was giving me millions of dollars.
At some intellectual level I understand this. So, in the Dell deal for instance, Silver Lake want to put $1.4 billion into Dell today and exit in five years and make 5x their money, I get it. But: that’s hard! You have to, like, manage Dell. Seems like a big company, has some problems. Your $1.4 billion is at risk, you have debt covenants to worry about, and, I dunno, wristwatch computers or something to make. Or someone can just write you a check for $450 million and you can not do any of that.2 I mean: go ahead, write me a check for $450 million, and I will happily not manage Dell. 450 dollars, really. Buy me a drink and I will spend as long as you want not running Dell. I’d be at least as good at it as Silver Lake.
On the other hand, if you’re a Dell shareholder, what do you win if you vote down the buyout deal? Read more »
Today Southeastern Asset Management, which is Dell’s biggest shareholder that doesn’t share a name with it, expressed its displeasure with the company’s $13.65-a-share LBO today in the form of a letter to the board patiently explaining that:
- Dell is worth $23.72 a share, and
- Dell could pay $11.86 a share in cash in the form of a special dividend and still be a decent standalone company with over $1.14 of FCF per share, and
- Can’t we work something out?
Southeastern appears to have a basis in Dell north of $20, so, y’know, they would say that Dell is worth more than $13.65.1 But: who cares? Southeastern gets a vote like everyone else does; the merger agreement requires a majority of the non-Michael-Dell shareholders to approve the deal but preliminary nose-counting suggests that, between index funds and merger arbs and others not anchored in the $20s, they’ll probably get there.
What is Southeastern up to? Their proposed dividend-recap solution, in which a standalone Dell would increase its shareholder value through the magic of financial engineering, may or may not work,2 but that’s mostly irrelevant: it’s hard to imagine the board changing its mind now and deciding that standalone engineering is superior to this LBO. For one thing: that is the sort of thing that boards obviously consider before agreeing to an LBO, so presumably they had a reason for rejecting it. For another: if Dell decides now, as opposed to last week, that a dividend recap is the way to go, it’ll owe Silver Lake $450mm in termination fees. That’s the sort of expensive change of heart that makes a board look really bad – and that alone is reason enough to be pretty sure that idea will never fly.
Which is not to say Southeastern doesn’t score some good points. I was moved by this: Read more »