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Dell Going Private In $24.4 Billion Agreement

Nerval's Lobster writes "Dell is going private again, as the result of a $24.4 billion deal involving private-equity investors and Microsoft. The deal will close before the end of the second quarter of Dell's fiscal 2014, according to Reuters. Dell founder and namesake Michael Dell, who owns roughly 14 percent of the company's common shares, will continue to lead the newly privatized venture as Chairman and Chief Executive Officer. He will contribute his existing shares to the new company, on top of a 'substantial' additional cash investment. As with other hardware manufacturers in the space, Dell faces the specter of a softening PC market. And while Dell has made significant efforts to penetrate other markets—including the launch of a private cloud architecture based on the open-source OpenStack—that weakness has affected its bottom line: for its fiscal 2013 third quarter, the company reported an 11 percent decrease in revenue from the previous year; while it enjoyed an increase in revenue from its servers and services businesses, revenue from its Consumer division dipped 23 percent. Its Large Enterprise, Small and Medium Business, and Public revenue also declined." Another take at the New York Times.

48 of 217 comments (clear)

  1. Give the money back to the shareholders! by Anonymous Coward · · Score: 5, Funny

    Give the money back to the shareholders!

    1. Re:Give the money back to the shareholders! by malakai · · Score: 3, Informative

      They are. You are getting all shares cashed in for 13.65 a share.

    2. Re:Give the money back to the shareholders! by microcars · · Score: 5, Informative

      OP was a joke, referencing Michael Dell's 1997 comment about how he would fix Apple at the time. His response: "Close it down and give the money back to the shareholders"

      --
      I like microcars
    3. Re:Give the money back to the shareholders! by tgd · · Score: 2

      OP was a joke, referencing Michael Dell's 1997 comment about how he would fix Apple at the time. His response: "Close it down and give the money back to the shareholders"

      If their stock keeps tanking, that may be a good option in 2014, too ...

    4. Re:Give the money back to the shareholders! by dunkelfalke · · Score: 5, Insightful

      So was Nokia, not so long ago.

      --
      "It's such a fine line between stupid and clever" -- David St. Hubbins, Spinal Tap
    5. Re:Give the money back to the shareholders! by ackthpt · · Score: 2

      But Nokia didn't have $130bn just lying around. $130bn changes everything.

      Repeat after me: It's all on paper.

      Amazing how little a company is worth when the stock starts sliding.

      --

      A feeling of having made the same mistake before: Deja Foobar
    6. Re:Give the money back to the shareholders! by quacking+duck · · Score: 4, Informative

      But Nokia didn't have $130bn just lying around. $130bn changes everything.

      Repeat after me: It's all on paper.

      Amazing how little a company is worth when the stock starts sliding.

      Yes, amazing how little Apple is worth without its stock. Hint: it's about $137 billion, all in the bank (well, various banks around the world).

      The stock value or market cap, which is what you really meant, is $430 billion at time of this writing. Meaning almost 1/3 of the current stock value is backed by actual cash in the bank.

  2. near future by Anonymous Coward · · Score: 3, Insightful

    No Linux support at all...

    Time to support system 76 with my dollars.

    1. Re:near future by Grishnakh · · Score: 4, Insightful

      I thought the "Windows Tax" wasn't really an issue though: people have complained many times before how Dell would offer a PC with Windows and Linux, and the Linux version would cost more, and it turned out the reason was that, even though the Windows license added to the cost, it was more than made up for by the kickbacks they got from all the crapware pre-loaded. Effectively, the crapware helped subsidized the computer. So if you're just going to wipe the HD and install Linux, a computer subsidized by crapware can be a pretty good deal.

    2. Re:near future by WWJohnBrowningDo · · Score: 5, Funny

      This must be some bizarro alternate universe, because I'm thinking to myself: "We need to start porting crapware to Linux".

    3. Re:near future by witherstaff · · Score: 3, Funny

      Already been done. It's called gnome 3

    4. Re:near future by LVSlushdat · · Score: 2

      Screw Microsoft and their Azure platform.. I'm working on a project where I'll need a cloud Linux VM. The choice is between an Azure VM, which I signed up for a freeby 90 day eval, and a 1 year freeby AWS tiny instance.. Obviously I was leaning towards AWS, but figured "what the heck, lets see what this Azure platform is all about".. I went ahead and signed up for the 90 day eval.. Set up a CentOS VM, lit it off, planning to load the project code on to, but got buried in honey-doos, and only got back to the VM after about a month, having lost 1/3 of the eval period. After getting most of the honey-doos done, I went back and signed up for an AWS tiny instance, to eval the two side-by-side... A week or so later, still WELL within the 90 days, I get an email from MS telling me I'm getting close to exhausting the resources allocated to the VM and I need to put a credit card on the account to continue.. Mind you, this VM was idle, since I'd yet to get to installing the project I wanted it for... I said "screw MS" and cancelled the account, and went with AWS.. I got a whole year free before I have to start paying for my project...

      --
      THANK YOU, Edward Snowden!! Americans owe you a debt of gratitude (whether they know it or not..)
  3. Good maybe by Dyinobal · · Score: 5, Insightful

    Good maybe, they can get back to providing a good service/product for reasonable prices and a modest profit rather than the 100% as much money as possible even at the expense of future profits model that the current corporate culture in the world seems to mandate as the norm.

  4. Nokia welcomes you, Dell! by yeshuawatso · · Score: 3, Insightful

    Any deal with Microsoft in the title is destined for failure. Just ask Nokia how that's worked out for them so far.

    1. Re:Nokia welcomes you, Dell! by darjen · · Score: 2, Informative

      Really? according to that article, Nokia has turned back into a profitable company.

    2. Re:Nokia welcomes you, Dell! by DragonWriter · · Score: 2

      Second, it’s loan, not equity. So no control.

      Holding a loan can give you influence over the lender, even if it doesn't give the kind of voting rights that equity comes with.

      Why is Microsoft acting like a bank?

      They aren't. They are acting like a company that has an interest in the deal for market reasons beyond being paid back. If they were acting like a bank (and, therefore, basing their lending decision on Dell's creditworthiness and the overall lending market) rather than an interested market player, there would be no reason for Dell to take a loan from them rather than an actual bank.

  5. Not on the cash by alexander_686 · · Score: 2

    You may be right on the cost of Sarbanes Oxley compliance but I think your wrong about the cash.

    IIRC, over half of the cash is being held overseas from un-repatriated foreign profits. As long as Dells’ overseas subsidiaries hold onto the cash they don’t have to pay corporate tax on it. The second it comes back they do.

  6. Could be the best thing... by DigitalSorceress · · Score: 5, Insightful

    This could be the best thing for Dell.

    I'm no economist, but the limited exposure I've had to public companies is that nowadays, it's all about ONLY the next quarterly report.

    The way the stock market is pushing things, you can't actually make good long term decisions for your company because the only thing that matters is short term stuff.

    By buying back the stock, they're possibly giving themselves the opportunity to take control back and run the company in the best interests of long-term strategy/goals.

    Good Luck Dell

    --

    The Digital Sorceress
    1. Re:Could be the best thing... by rudy_wayne · · Score: 3, Interesting

      This could be the best thing for Dell.

      I'm no economist, but the limited exposure I've had to public companies is that nowadays, it's all about ONLY the next quarterly report.

      The way the stock market is pushing things, you can't actually make good long term decisions for your company because the only thing that matters is short term stuff.

      This is true, BUT, in this case Dell will be heavily in debt which negates any benefits of going private. Instead of Wall Street demanding an ever increasing stock price, Dell will be under constant pressure from the people who put up $24 Billion and want to see a return on their investment.

    2. Re:Could be the best thing... by Anonymous Coward · · Score: 3, Informative

      Dell earns $1.2 per share. That's about 10%. Interest rates on debt are not that high and interest payments are tax exempt. So I doubt unless they screw up the business pretty badly they are going to get through just fine.

      Michael Dell and Microsoft are the people putting in most of the money to begin with, and debt holders (banks) cannot put pressure (they are non-voting, by definition, else it would be just preferred stock), so I can't see why this would not work.

      On the other hand Michael Dell wants to make it into a services company, that part I am not so sure about

    3. Re:Could be the best thing... by vlm · · Score: 2

      amazon is in bubble territory

      Yeah man Borders is gonna crush them next quarter. Err. I mean Waldenbooks is gonna crush AMZN. Um... Ah yes B. Dalton will get their customers... whoops

      Seriously other than B+N are there any "large" booksellers left?

      Now I do understand that they, as the main/only player, can crash the whole market, think of Atari in the early 80s. Makes you wonder what'll happen to retail when Walmart bites the dust after destroying all the locals. That would be exciting to watch.

      --
      "Science flies us to the moon. Religion flies us into buildings." - Victor Stenger
    4. Re:Could be the best thing... by LordNimon · · Score: 2

      This buyout is almost identical to what Freescale went through a few years ago. Almost the same amount ($17B), and the proponents are saying the same exact things (able to focus on the longer term because they won't need to worry about quarter-to-quarter earnings, bla bla).

      It was a disaster for Freescale. They're still trying to dig themselves out of a mountain of debt, and they've been struggling the whole time. Freescale has had significant layoffs, and it's so dismal there that they have a major attrition problem now.

      --
      And the men who hold high places must be the ones who start
      To mold a new reality... closer to the heart
    5. Re:Could be the best thing... by Bill_the_Engineer · · Score: 3, Interesting

      Funny that you mention Walmart (not that I personally like Walmart).

      I think Amazon has a lot to fear from Walmart. Walmart adapts well and I see them competing directly with Amazon online in the near future. Barnes and Noble is doing quite well as a book store which may insulate them from the impending Amazon vs. Walmart price war on consumer goods and electronics.

      --
      These comments are my own and do not necessarily reflect the views or opinions of my employer or colleagues...
    6. Re:Could be the best thing... by NatasRevol · · Score: 2

      Apple was constrained on most of their products last quarter, which lead to their 'poor' 20% revenue growth (for a >$200B revenue company!)

      It's Wall Street who is essentially devaluing AAPL with a low PE.

      If AAPL had a PE the same that AT&T did (which grows much slower, but a bigger dividend and much smaller earnings) then AAPL's price would be around $1250.
      Which shows how Wall Street actually punishes AAPL for not playing the analyst game.

      --
      There are two types of people in the world: Those who crave closure
    7. Re:Could be the best thing... by Alomex · · Score: 4, Insightful

      This is true, BUT, in this case Dell will be heavily in debt which negates any benefits of going private.

      Not really. Most people who finance private takeovers have a much larger time span in mind. While the stock market cares about the next quarter, a typical private investment fund like Onex, Cerberus or even Berkshire-Hathaway (when acting as a lender) has a time span of 5-10 years in mind. As well they usually the have skin in the game, i.e. they just don't issue debt. They actually own part of the company or have warrants for shares.

    8. Re:Could be the best thing... by alexander_686 · · Score: 3, Interesting

      First, your premise is wrong. Companies are judged on the future cash they will return to their shareholders – which does factor in growth. Generally speaking most financial analyst look out 10 years. When then do quarterly reports matter so much? Think of running a company as running a marathon. At the beginning of the race you predict the company will run a 6 minute mile. The quarterly results say something different. Is this a temporary result (head winds?), something natural (running uphill?) or does it reflect some fundamental change?

      Now, the value of a company that will grow 8% a year for the next 10 years is very different then 12% growth. And some will mock people trying to model something 10 years out – just know that financial analyst know the shortcomings of their model.

      Which takes us to Dell. Right now Dell is a fairly boring company – and I would argue that a lot of value investors have invested in the company for that reason. Michael wants to take the company in a different direction. Instead of laying out a 10 year game plan to the investors - which is going to change every 6 months – he is going to take the company private.

      As to your post specifically, you have an internal contradiction that I am going to point out. You say that companies are loathed to invest in long term risky ventures to create growth. The answer is to force companies to pay dividends based on sized. So, a company that is cash poor comes up with a brilliant idea that will pay out in the future. The value of the company goes up in value – along with their shares. The company must now pay out dividends with cash they don’t have. Something like this would actually discourage the growth you are looking for.

    9. Re:Could be the best thing... by alexander_686 · · Score: 3, Interesting

      in this case Dell will be heavily in debt which negates any benefits of going private.p>

      The leverage ratio of 4 to 1 (25% equity, 75% debt) is modest. Dell’s earnings are large and stable (though declining) are more than adequate to support the debt. Plus Dell has 11 billion in their savings account, which could be used to pay down the debt.

      Is Dell cranking up the risk? Yes. Into nose-bleed levels? Not even remotely.

    10. Re:Could be the best thing... by Jeng · · Score: 2

      And who are the shareholders? Bad people, the best I can work out. Large financial firms that buy and sell stock in complex, indecipherable financial schemes. Any one holding company could own a significant chunk of any number of large companies

      I know that some of my 401k is in Dell stock, from back when I worked for them.

      So when a company says "shareholders" they really mean wallstreet, as a whole. Really, companies just do what a whole bunch of wall street analysts say they should do. Which means we have one of the most corrupt and greedy institutions known to man telling every public company how to run their business.

      Correct, even though one of my 401k's holds Dell stock I personally have absolutely no input since I am not "shareholder". These big faceless wall street organizations are mainly funded by the everyday workers 401k.

      Looks like there is currently around $3.3 Trillion dollars in 401k investments.

      http://www.nytimes.com/2012/09/12/business/retirementspecial/should-the-401-k-be-reformed-or-replaced.html?pagewanted=all&_r=0

      --
      Don't know something? Look it up. Still don't know? Then ask.
  7. Substitute the players for a history lesson by Electrawn · · Score: 2

    Substitute Michael Dell for Sam Zell, and Dell Company for Tribune Company. Here lies the future...

    Never trust guys with names that end in 'ell'

  8. Re:Memo to investors: by Stargoat · · Score: 5, Funny

    More importantly, they are getting Dell tech support.

    My condolences.

    --
    Hoist Number One and Number Six.
  9. Re:So buy Dell shares now? by alexander_686 · · Score: 2

    Yes.

    It won't close for another year, so you could treat that 27 cents as intrest. Also, there is a chance the deal could fall though - and which point the price may well drop.

  10. Re:So buy Dell shares now? by vlm · · Score: 2

    So it is currently selling for 13.38 a share. Does this mean we could buy it now and make 27 cents a share when this deal goes through?

    Yes. There is one tiny little problem. That's about a 2% total rate of return and they're not completing the sale for about a year and a half. And you get to pay commission to buy the stock out of your fabulous profit opportunity. Also you'll get to pay capgains tax on your "winnings" when it goes up 27 cents. There's probably an easier way to get a laughable one percent or so APR return. Assuming all goes well of course, which it probably will. Although most deals have some kind of clause where if something completely nuts happens the deal is off. So (trade?) war with China and the stock drops to $2 and you're out quite a bit of money. Or the private equity firm experiences legal issues preventing the deal from going thru. Or who knows. In other words I would not suggest cashing out the 401K and putting it into Dell stock at this time.

    --
    "Science flies us to the moon. Religion flies us into buildings." - Victor Stenger
  11. "I'm no economist, but" by Dystopian+Rebel · · Score: 3, Insightful

    > I'm no economist, but

    That's ok, they don't know what they're talking about either.

    --
    Rich And Stupid is not so bad as Working For Rich And Stupid.
  12. Dell buying himself by inode_buddha · · Score: 5, Funny

    Dude, if you keep buying yourself you're gonna go BLIND!

    --
    C|N>K
  13. Re:Memo to investors: by NatasRevol · · Score: 3, Insightful

    And the CEO that led them to this place.

    --
    There are two types of people in the world: Those who crave closure
  14. Re:Memo to investors: by jd2112 · · Score: 3, Informative

    More importantly, they are getting Dell tech support.

    My condolences.

    Actually Dell's Enterprise level support is fairly good. Fortunately I haven't had much experience with consumer level support.

    --
    Any insufficiently advanced magic is indistinguishable from technology.
  15. Big gamble... by erp_consultant · · Score: 3, Insightful

    Dell - the company and the person - are taking a very big gamble here. The company has been trying, mostly unsuccessfully, for the past several years to get a foothold in the service business. By most measures they have not done very well. Part of that probably stems from their terrible reputation in PC support in the consumer market. Perhaps they feel shackled by the PC business and quarterly reports and Sarbanes-Oxley, etc. And those are valid concerns.

    But...Michael Dell is still going to be in charge. And they are going to have a lot of debt. And PC sales still make up a majority of their profits. In the short term it will probably mean lots of layoffs...particularly for people in the non-service sector of the company.

  16. Re:Intelligent by alexander_686 · · Score: 2

    Cash always returns about zero percent. Inflation today is low – but interest rates on cash are somewhere around .1%. But even during normal times, interest on cash accounts are about the same as inflation. Basically, cash sits on the book with no economic impact.

    The common wisdom is that it’s best to give excess cash back to the shareholders. If the shareholder (owner) wants they can reinvest it in dell – or they can decide what to do with it.

  17. dell and investors? by nimbius · · Score: 2

    anyone think microsoft is taking a step to owning a hardware platform? uefi + comfortable share in a computer manufacturer theyve had lock-in status with for decades anyhow. All thats left is to dab a bit of solder on those CPU pins and theyre apple in a suit.

    --
    Good people go to bed earlier.
    1. Re:dell and investors? by Joehonkie · · Score: 2

      So add a turtleneck and they just become Apple?

    2. Re:dell and investors? by greg1104 · · Score: 2

      At best they're Apple circa 2001, before the iPod. That's not a happy place. Dell already tried a music player in 2003 and it didn't go anywhere. Dell has been circling the drain since the .com crash, and its competitors have just been getting leaner and stronger the whole time.

  18. Smart move by thetoadwarrior · · Score: 2

    The stock market seems to be full of dick heads and no talent people posing as analysts.

    1. Re:Smart move by GaspodeTheWonderDog · · Score: 2

      And this deviates from any other situation where people are involved how...

      --
      This space for sale
  19. Re:Memo to investors: by K.+S.+Kyosuke · · Score: 2

    Actually Dell's Enterprise level support is fairly good.

    The only downside is, you have to pay for it in gold-pressed latinum.

    --
    Ezekiel 23:20
  20. Sure, that is easy by SmallFurryCreature · · Score: 5, Funny

    Nokia has stopped with R&D, fired loads of staff and outsourced its production to cheap countries.

    Its strengths were its serious R&D, the loyalty of its staff and its Scandinavian build quality.

    You can ALWAYS turn a profit by slaughtering yourself, organs sell for a lot, just sell them off and you will be RICH! And dead. But RICH!

    --

    MMO Quests are like orgasms:

    You may solo them, I prefer them in a group.

  21. Re:Memo to investors: by LVSlushdat · · Score: 3, Informative

    So, sparky, anybody who likes Dell systems, and has had good experiences with their support and dares to tell about it on a public forum is, to you, a shill... Have I got that right?? I also like Dell's enterprise systems (Optiplex/Precision/PowerEdge/Latitude), and the support for those systems. Since until about 2 years ago, I'd been supporting about 200 of these Dell systems in my then day-job, and have been doing so for 10+ years, I think I might know a thing or two about these Dell systems, and have some credibility in what I've experienced with their support... But you go right ahead and keep calling people shills who haven't had the same experience as you....

    --
    THANK YOU, Edward Snowden!! Americans owe you a debt of gratitude (whether they know it or not..)
  22. Re:Memo to investors: by jcr · · Score: 2

    You still sound like a shill.

    He sounds to me like someone who was a Dell customer a long time ago. Don't forget, they used to have the best-rated customer service in the whole PC market. I was quite happy with them myself back around '96 or so when I was using Dell machines to run NeXTSTEP.

    -jcr

    --
    The only title of honor that a tyrant can grant is "Enemy of the State."
  23. This is tax avoidance by braeldiil · · Score: 2

    The primary purpose of the deal is to repatriate a bunch of cash without having to pay corporate taxes on it. A lot of the money originally started in the US, but was hidden overseas. This brings it back. The shareholders all get a premium on the share price, giving them their cut. Dell borrows a bunch of money to pay the shareholders, then uses their offshore accounts to pay the banks back, because loan payments are tax-free. And since it's all capital gains, the shareholders are all paying less on it than you pay on your wages. It's how the 1% rolls - good for them, not so much for you.