Maneuvering Continues For Control of Dell

An anonymous reader writes "Just as Carl Icahn's months-long, high-profile bid for control of Dell seemed to have run its course, came the announcement that Dell's board had postponed a shareholder's vote on the bid from Michael Dell and investment firm Silver Lake Partners, to take private the company that Dell had started in a University of Texas dorm room twenty nine years ago. The postponement indicated that Dell was not confident that their $24.4 billion ($13.65 per share) deal had the necessary votes. Icahn and his main ally, Southeastern Asset Management, claim that the proposed deal undervalues the company and its upside potential; Icahn's latest proposal is to keep the company public, but to offer $14 per share plus upside warrants, for every share tendered by stockholders. The latest wrinkle is apparent tension within the Dell/Silver Lake team; Silver Lake reportedly feels entitled to the $450 million buyout fee specified in the deal's language, if any alternative bid from Icahn succeeds within a year; Dell and the board feel that Silver Lake would only be entitled to expenses in that case, perhaps amounting to a few tens of millions USD. The Bloomberg story also reports that Michael Dell has at times been unable to reach his Silver Lake counterpart (a longtime friend) on the phone to discuss possibly sweetening the bid."

Comments

What I would do if I was in charge

[arcite]

I'd shut it down and give the money back to the shareholders.

Avarice

[niftydude]

I also feel entitled to $450 million for doing nothing.

Gimmee!

Re: Avarice

[Anonymous Coward]

Oh yeah? Well, I'm willing to do less than you for that $450 million. In fact this post is the only thing I'll do for it.

Re: Avarice

[jcr]

I think you guys have just invented financial homeopathy.

-jcr

Re: Avarice

[game kid]

Probably better for us than Icahn's financial sociopathy.

Re:Avarice

[Anonymous Coward]

They did do something: they secured a multi-billion dollar credit line. Securing this credit costs them money because the money is sitting somewhere waiting to be used rather than being re-invested and accruing interest. They probably calculate that at a market rate, that money would have earned them 300 million or so, and they were only willing to give it to Dell for 450 because they thought return he was offering was higher than the risk they thought he was taking.

It turns out, however, that he can't even close the deal and Silver Lake is pissed that they missed out on the opportunity to invest those billions.

Re: Avarice

[Anonymous Coward]

Dell is the bad guy here, people. I hate to say it, but Ichan is right.

It is kind of a myth that Ichan is the driving force behind the shareholder rebellion; he is just a cheerleader. The driving force is a company called Southeastern Asset Management. They are the ones who filed a motion protesting the MBO just days after it was anounced, they are the ones who have been organizing proxy votes and trying to stop the sale. It is also very hard to portray Southeastern as the bad guys: they are the kind of company that we always say should run Wall Street: they invest long term, based on fundamentals and long-term returns, not stock price fluctuations. They have been holding Dell for years precisely because they thought the market undervalued the firm. They sure as hell aren't going to sell at a price just slightly above market when they think the company will have good returns in the future.

Remember: Micheal Dell does not own Dell, Inc. He sold it for hundreds of millions of dollars and the people he sold it to hired him to manage it. He is paid very well for this, but he has nevertheless continued to treat the company as his personal playground instead of turning it into the stable, profitable B2B vendor that it should have been. He has incompetently driven a company that in 2005 dominated the business market into the ground. Worse, he has actually lied to these shareholders: the SEC fined him $4 million PERSONALLY for cooking the books to manipulate his bonus. The guy is scum!

Re:Avarice

[swb]

Parent post should be scored above zero.

Lining up billions in financing is no trivial activity and having that money ready to invest costs money. From the details, it's hard to know if Silver Lake pays the cost to keep that money on tap and this is part of covering those costs or if this is purely a reward for lining up several billion dollars.

My guess is it leans heavily towards the reward side with investors being promised returns equal to cash elsewhere in the market until the deal goes through.

Knowing this and creating the doubt and delays was probably as much of Icahn's game as wanting to take the company over. If the Silver Lake bid falls through it may sink Dell's stock, allowing Icahn's bid to look a lot better and possibly even gain some of the Silver Lake investors.

Re: Avarice

[Anonymous Coward]

Dell built the company. Icahn is a corporate raider who will profit handsomely while destroying the company -- it's what he does for a living. There job-killing pirates are just plain evil. Dell wants to buy the company to continue manufacturing rather than selling the assets and firing the workers. Sure, it could go bankrupt under Dell, but it's almost guranteed to under the likes of Icahn.

I found it hilarious that one of these corporate raiders was nominated for the Presidency and idiot American workers voted for him! Thank God the raider lost the election.

Re: Avarice

[pnutjam]

Thanks, no mod points today, but maybe this will draw some attention to your post.

Re:Avarice

[Billly Gates]

If I were Silver Lake I would sell to Icahn too!

Immediately higher return plus more money in 6 months when he closes Dell and sells off all its assets for billions! Maybe not ethical or wise for long term investment but great for a quick buck in a quarterly market.

The problem is stocks were once 30 year investments and under that guise you would be retarded and suicidal to do what Icahn does. However, computer programs and millisecond holdings are the cream and crop of the market today. Icahn is really great at optimizing for this by selling all its assets, brands, products, desks and chairs, for the highest possible bidder to inflate the company's bank accounts.

When the trading supercomputer programs see billions in growth in just 6 months! the shareprice goes through the roof and both Icahn and Silverlake double their money. These programs do not know or care how it was made by slaughtering the golden goose.

In all likelihood I think poor old Michael Dell is screwed. Icahn is offering a sweet deal and the stock market is different now than in 1997 with Apple when humans looked at a company's long term vision and not bank account numbers of assets in an Excel macro. At least Dell can sell his shares to Icahn to profit big as he fires his ass from his own company so he can close it within a year.

Re: Avarice

[runeghost]

Thanks for the informative post - I was wondering why there was such a fight over who got to be in charge of making some of the crappiest computers on the planet, and now I know.

Re:Avarice

[swb]

I have to believe there's a rump business left at Dell selling to the business market, at least that portion of the market not served by IBM global services and other similar companies.

I work in SMB IT and I see Dell 4:1 over HP (it used to be closer to 1:1, but HP has been retarded for the last 5 years) and there are few competitors besides HP for that business.

It starts me thinking that maybe HP and Dell should merge. They would be the last US full-line PC company, selling notebooks to servers. HP has a higher end enterprise business Dell will never have and HP has some SMB SAN and server business that HP has lost over the years.

As a combined company they would own the business market in the US. Lenovo could compete on laptops, but that's it, and it would probably make Intel and Microsoft shit themselves.

Re:Avarice

[Billly Gates]

To me this is not about business.

It is about vultures taking advantage of a lower share price to raid the company and sell its assets for a quick buck. The PC market is dying (albiet not dead for a long time but in the eyes of wall street if it does not grow it is already dead and time to cash out.)

Intel too is coming with huge losses too as people are switching to tablets and SMBs shoot they just discovered they can stick with a browser and platform for 10 years without upgrading! That is lost revenue as pentium IVs are still popular out on the floor of these companies and consumers are switching to phones and ipads for internet access and Facebook.

I can see why Michael wants it back. Dell needs to move in new ways in the corporate market and wall street wont them re-invest either as they want that cash right now. Icahn is evil in this regard and if he wins and fires Michael you can bet he will be happy to sell the Dell IP and brandname to HP or whomever for pennies on the dollar and close the company down in order to make a quick buck with cash similar to AMD when it sold its foundries and now can't compete with Intel.

Re: Avarice

[Anonymous Coward]

Icahn cares about making as much money as possible, as do the big institutional shareholder and Silver Lake, but what about Mr. Michael Dell? At least one pundit thinks he's after exactly the same thing and nothing but.

Re: Avarice

[Billly Gates]

Icahn makes as much money as possible by shutting down Dell, selling its assets to competitors and running up debt to inflate its share price via increasing cash on hand and cutting expenses.

With no assets you have no product and you are done in which Icahn sells all the shares to smucks like you who think he is out for you and the other shareholders when in reality you got screwed and he is laughing all the way to sunset with billions in cash.

Why don't you ask AMD how will its doing after sellings its cpu foundries? Its not the chips suck but they are 2 generations behind Intel now with nano meter sized circuits. Ooops

Icahn did this with Timwarner and after Icahn left they had to repurchase all their assets over again at an inflated price. It cost the company money but made Icahn cash by temporary boasting the shareprice.

Dell might not recover and with the PC business sold to HP will have nothing.

Re:Avarice

[jp10558]

Lenovo could compete on laptops, but that's it

I don't know about that - their Think branded workstations are very nice. All Think branded support is still tightly tied to IBM, and there are rumors about more integration with servers in one way or another. Besides, I'm not sure there's a compelling reason to treat Lenovo Think workstations and IBM servers as different - again, the support portal for Think workstations is the IBM portal I use for the IBM servers. The Lenovo bios feels just like the IBM desktop bioses of 2005, just updated for UEFI...

I suppose the only pain is on the business side (which is important) but Lenovo is widely offered by resellers like CDW etc. Anyway, we do Lenovo desktops and laptops and IBM System x servers with no issues. I'll bet if you're doing a big enough IBM server purchase, IBM would resell you some Lenovo desktops on one PO.

Sarcasm is not what it was

[tuppe666]

I'd shut it down and give the money back to the shareholders.

Ironically that is exactly what Apple did with iBonds. Foolishly for exactly the same reasons pursuit of short term profits over market share (long term profits).

Its odd that Apple fans remember this but fail to remember the young Jobs scathing comments regarding this very strategy when it was still a computing company...and then proceeding to follow the same path in his reinvention of Apple as an electronics company.

Re:Sarcasm is not what it was

[Anonymous Coward]

Worry not, now that he can no longer do his stage shows people will begin remember what he did in life. As is common with dead and visible persons. Eventually he will be seen in the same manner Bill Gates is. A nigh-useless dweeb that preached good practices and in almost the next breath proceeded to threaten litigation and other things I'd rather not post so as to preserve my decent mood. Eventually the fine folks like Woz who made Apple what it is, with Steve overworking him and selling features he did not yet implement (my memory is foggy, but jobs claimed a powerful BASIC interpreter. Google for more info. This is just one example), will be the ones seen as relevant. Apple fans are merely humans that got sucked into marketing. If we're going to go about giving jobs/apple (well deserved) criticism we must play it fair.

I know this is beginning to get extremely off-topic but it's kind of relevant to the situation at hand here. People are looking at visibility and status instead of actual competence.

Re:Sarcasm is not what it was

[Sockatume]

Steve Jobs was responsible for Apple's 2013 bond issue? They've got better tech than I thought.

Re:Sarcasm is not what it was

[alexander_686]

Why the hate for iBonds? Is it a general dislike of debt or is there something specific?

Apple did need to return cash to its shareholders. Apple was basically borrowed at the bottom of the market for next to nothing. If inflation gets back to something normally then less than nothing. (as an aside, Apple should not have done a stock buyback – it’s stock was overvalued.)

Re:Sarcasm is not what it was

[kharbour]

Bill Gates will be remembered as a rather splendid philanthropist. Steve Jobs - not so much.

Re:Sarcasm is not what it was

[Anonymous Coward]

On what planet is a stock with a P/E ratio of ~10 overvalued?

Re:Sarcasm is not what it was

[alexander_686]

That is a fair question and trying to figure out if a stock is undervalued / overvalued is subjective. However, when the bond was issued Apple’s stock was higher – now it lower - so the general consensus of the stock market has spoken – Apple’s stock was overvalued.

Specifically, if Apple’s had bought stock at $600 that is now worth $425 – that would have been a bad move for Apple’s shareholders. Now, we do have the benefit of hindsight which is kind of cheating, but still – by definition it was overvalued.

And as a aside, you need to dig into the P/E ratios a bit. When the bond was issued it was closer to 13 or 15. Also when you are comparing 2 different companies – or a company to a index – you need to consider leverage. The higher the leverage the lower the P/E ratio should be. Apple’s cash balance was anti-leverage pushing up its P/E ratio higher.

Re:Sarcasm is not what it was

[ShanghaiBill]

On what planet is a stock with a P/E ratio of ~10 overvalued?

When the profit margin is unlikely to be sustainable.

Re: Sarcasm is not what it was

[jd2112]

I wouldn't call a Ouija board high tech.

Re:Sarcasm is not what it was

[mattack2]

More details about the "powerful BASIC interpreter".

There obviously is Integer, then later AppleSoft (licensed from Microsoft).

How are those not as powerful as other BASICs available at the time (esp AppleSoft, since it's almost the identical BASIC used in other computers of the time).

Re:Sarcasm is not what it was

[radarskiy]

If everybody knows that the profit margin is unsustainable, why hasn't the stock price corrected?

Or are you saying that the market is wrong when you disagree with the market, and only right when you agree?

Re:Sarcasm is not what it was

[ShanghaiBill]

If everybody knows that the profit margin is unsustainable, why hasn't the stock price corrected?

A low P/E is a market correction.

Worked example of the importance of namespaces

[melonman]

Does anyone else think this whole sage would be much simpler if the media consistently referred to people:dell or company:dell?

Re:Worked example of the importance of namespaces

[Anonymous Coward]

sage??

Re:Worked example of the importance of namespaces

[Anonymous Coward]

yeah, but then you would have religious fights about which syntax to use: the Times would have people:dell, CNN would use \people\dell, MSNBC would be on people.dell, and FOX would find some way to politicise it like liberals:dell and awesome:ichan.

Re:Worked example of the importance of namespaces

[Anonymous Coward]

Scarborough Fair: The saga of Presley, Rosemary, and time.

It was an obvious typo, and a warning not to trust your spell checker.

Re:Worked example of the importance of namespaces

[sjames]

Meanwhile, where is the farmer in all of this? And why don't they ask him to insure the deal?

I hear he's out standing in his field.

Put that comment down

[tuppe666]

I'd shut it down and give the money back to the shareholders.

Ironically this was from a time when Apple had failed while wintel had won. Leaving Jobs begging to Microsoft resulting in a settled lawsuit a few million in the bank...and a crippled office port. It only sounds stupid in retrospect because Apple from that dark time (A time I repeatedly point out its returning to), by reinventing itself, doing exciting things, leading in new markets. It became something different...better.

The World has changed since then Wintel are bleeding the PC industry dry with Microsoft & Intel cashing on on 70% gross profit margins...in the Desktop Apps(The Desktop destroyed by Microsoft...living on only in name...Windows) market that is not sustaining it...and Dells slice of the pie (and the Pie) is shrinking...The Days of Dell earning more money than Microsoft are long gone.

This move is about Dell reinventing itself doing exciting things, leading in new markets without the quarterly shareholder distractions (allegedly) , Something Apple is going to learn from in 2 days time.

Hopefully they will have the good sense not to be remain reliant on Wintel.

As a Rule of Thumb

[puddingebola]

I am usually skeptical when people want to take a company away from the person who founded it. For more fun stories about private equity, look here http://www.dailyfinance.com/2012/12/15/dividend-recaps-how-private-equity-is-sucking-the-life-out-of-g/

Fighting over who gets to be Titanic Captain

[Anonymous Coward]

Meanwhile, the employees are asked to rearrange the deck chairs.

I have an idea

[slashmydots]

Anyone wanting to buy Dell should have to set up and use one of their awful products for 1 day and then call tech support once. There would be zero buyers. Seriously, buying Dell is like buying a car just based on the company's marketing and image without actually looking under the hood to find out it's a complete piece of crap (in other words a Saturn or Kia). Except Dell is more like a Yugo on craigslist with a flashy paint job and astroturfed reviews. They're 2nd to last in laptop quality, dead last in support quality, and no business with an IT purchaser who has any kind of clue even considers them as a vendor anymore.

So if you're reading this and thinking "hey, I buy from Dell all the time!" first of all, look at your hardware failure numbers. Secondly, fire yourself. Third, note that last time a business I was contracted to work at for a computer replacement project ordered 120 Dell laptops ($800 models btw), 20 were RMAed right out of the box with hardware defects. I guarantee that cost Dell more than it would have to simply build them all with good parts in the first place.

Re:I have an idea

[Anonymous Coward]

2nd to last? Let me count the crap: Lenovo quality has tanked since IBM sold off the Thinkpad manufacturing completely, Toshiba is and always has been crap, HP quality has tanked hard in the last 5 years, Sony really should have never been in the consumer PC market because they never want to support their legacy systems, Acer and Asus are good, but they're bargain bin "get what you pay for" equipment. That's a lot of people beating out Dell in the race to the bottom by my count, and they are far from the worst or even second to worst. Your RMA numbers for hardware are fine. I would expect those rates simply due to some idiot in your office dropping a box on the floor or slamming the lid closed too forcefully. $800 models are bargain bin pricing for laptops, and you really need to start figuring $1500 and up to be the cadillac quality models. I bet every one of those has WD green or blue laptop drives.

Re:I have an idea

[Anonymous Coward]

Right, fine.

Then who should I buy business desktops from? I've dealt with plenty, and they all seem equally awful. The sector has been engaged in a race to the bottom for a decade. All of the actual machines are all made form the same parts all made in the same places. In china. Nobody "repairs" computers today. You have a bunch of imaged, interchangeable units on the shelf and you swap them out because diagnosing end-user hardware problems is a waste of time.

As a person who works in a small outfit, I really fucking hate resellers. Really fucking hate. They're all slime that won't return your calls if they don't think you're going to order less than a few hundred units. Most of the big vendors use resellers and as far as I can tell they're all thieving corrupt middlemen.

At least when I call Dell someone is happy to sell me computers. At least when I go to dell's website I can get some support without having to jump through a bunch of authorization chains.

Re:I have an idea

[Anonymous Coward]

Dell PowerEdge servers are among the best available. The R620 is a freaking beast. Equallogic & Compellent are both industry leading SANs. We have about 3000 Dell computers, OptiPlex 3xx, 7xx & 9xx lines, and Latitude D & E series laptops, and our annual failure rate is under 1%. We lose way more systems to physical damage than we do to hardware failure.

On the business side, if you pay for it, their support is amazing. If you want amazing free support, dream on. If that's something you value, then pay for it.

We even occasionally buy a set of Vostro systems for special projects. Sure, they're cheaply made, but they're also cheap to buy. The latest line of Vostros is actually very nice looking, and didn't feel cheap at all. In terms of out of box RMA's, that's not something I've ever noticed, and we're talking thousands of systems.

We we do see occasionally is human error: Shipping screw ups, the occasional incorrect configuration, double orders, but again, that's infrequent.

Re:I have an idea

[slashmydots]

I built all of ours at my company. So far 150 computers, 1 part failure over 5 years. That's ANY part; LED, button, PSU, fan, etc. And in response to your future post, I do about 10 in 1 day.

Re:I have an idea

[slashmydots]

HP servers are good too. That doesn't mean their laptops and desktops are any good.

Re:I have an idea

[DNS-and-BIND]

You know, it never matters what the product is. Computers, airlines, hotels, cars...whatever. There's always someone who had a bad experience and extrapolates his bad experience onto the entire world. Guess what...people use Dell computers every day and they don't catch fire. They fly United, stay at Super 8, and drive cars made in Detroit. And the world continues. Funny, that?

Re:I have an idea

[slashmydots]

No, I'm mostly looking at a sampling of over 75,000 laptops on a 3rd party extended warranty company's annual report. Dell is the 2nd most likely to fail and has the worst customer service rating. That's a high enough sampling to be accurate.

Re:I have an idea

[jp10558]

Wow, I guess it depends, but Dell PowerEdge servers are the bane of our existence. Inability to get clear answers from the website or phone support on CPU upgrades (to go from single to dual), weird reproducible hangs seemingly due to BIOS, painful BIOS upgrade procedure.

We are extremely happy to have replaced them with IBM System X servers. All around much better experience, and we don't have to pay extra for good support - all included in the purchase price. The "savings" of Dell are often in getting rid of good service, any support, and using very low quality components.

Re:A confession.

[Anonymous Coward]

All that is missing from your troll post is some neon pink hair. You already have the orifice for being useful as a pencil topper.

Not answering calls?

[ISoldat53]

Now Mikey knows how the rest of us feel when we try to call him.

Corporate Love

[tuppe666]

Anyone wanting to buy Dell should have to set up and use one of their awful products for 1 day

Ignoring the usual awful *car* analogy...I mean why describe one industry secondary I do understand with an analogy of one I don't. I bought a Dell monitor recently. It is a no frills,with money off trade in...and was head and shoulders cheaper than anything else in the market, and on the whole perfect.

That said every single person. I have ever spoken at Dell, was unpleasant and wanted to transfer me to someone else as soon as possible. Now here is the thing. that has become the behaviour of *every* company I deal with today.

Re:Corporate Love

[slashmydots]

Samsung or LG made that screen. Oh wait, it's Dell so probably AU Optronics. Either way, they don't make screens.

Re:Corporate Love

[jp10558]

I have ever spoken at Dell, was unpleasant and wanted to transfer me to someone else as soon as possible.

Hmmm, it depends on the company, and what you're trying to do. Call Ally, or Lenovo Think branded support, or Frontier line support, or Sears service ... I've often been the one rushing off the phone (not that they're wasting my time, just that they aren't rushing me off either).

Maybe you're unlucky to deal with bad companies? I'm not saying that many or even most companies are crap on the phone, but I am pointing out that there are ones that aren't, and we should try to deal with companies that are decent...

What is the future of Dell?

[swb]

What exactly is the future of Dell, anyway?

Kill off all of the consumer business and focus solely on the business market (presumably excluding the very large enterprise market where Dell can't complete with traditional consulting companies like Accenture or highly integrated solution providers like IBM)?

It seems like the consumer market is what is collapsing more so than the business market. Tablets may replace or string out the lifecycle of consumer PCs, but they're an adjunct if used at all in businesses.

Dell has made some moves towards enterprise IT (Equallogic, Compellant) but its products lack integration and awareness and in some ways compete against each other (Equallogic SAN modularity makes a strong claim for extensive scalability, risking overlap with the Compellant product at the lower end).

There seems to be some future for a company who can supply an IT solution (switching, storage, cpu, services) at the mid-large market space. Plus, there's money to be made even at the SMB level, too, since not everything they do can be "clouded" nor are many interested in hazy cloud commitments.

Hate is too emotive

[tuppe666]

Why the hate for iBonds? Is it a general dislike of debt or is there something specific?

Why would I hate that? Peoples language has just got so weak. iBonds were simply a way of limiting the damage of its falling knife share price. It has been fairly stable since...although we will see what happens after this quarters announcement in a couple of days time.

The reality is though I would have rather have seen Apple doing something interesting with their money instead of giving it back to shareholders (and attracting unwanted Government attention for not even paying token tax). Like in context of this article buy Dell and flood the market with good value iMac clones going straight for Microsoft throat just as it treats its hostages to its new tablet interface on the Desktop.

Apple took the safe option...my response is meh, but then this New Apple is all about meh...the magic(best drinking game ever) whether you fell for it or not is dead.

Acquisitions take time to assimilate

[tuppe666]

Steve Jobs was responsible for Apple's 2013 bond issue? They've got better tech than I thought.

http://www.forbes.com/sites/richkarlgaard/2012/12/10/steve-jobs-warns-apple-dont-be-greedy/ Steve Jobs 1995 "What ruined Apple was not growth They got very greedy Instead of following the original trajectory of the original vision, which was to make the thing an appliance and get this out there to as many people as possible they went for profits. They made outlandish profits for about four years. What this cost them was their future. What they should have been doing is making rational profits and going for market share.”

Apple is now in a market where its competitors have better products; in larger selections; at better prices, and its response...

Designed by Apple in California http://www.apple.com/designed-by-apple/

So yeah when I say its revenues; profits; market share; technical edge; brand value; market cap are all down I tend to lay that responsibility square on Steve Jobs. Who should have embraced american manufacturing, made large sensible Acquisitions, planned for the maturing markets of its products...on the off chance it wasn't able to break into another new market, at an opportune time.

IBonds were a quick fix to its plummeting share price...the corporate rot is still there. Later I may be blaming the new Steve "I got rid of manufacturing" Cook for not stopping the rot, and squandering Billions too late.

At least you have the iPad Mini.

You want profit? Give the company to me.

[Khyber]

I've had over ten years of watching you and I know exactly where you're fucking up.

You switched horses in the middle of a race (Home-based vs portable)

You should have established dominance in the PC market, then used that to make a PC-based tablet.

But you didn't wait for said dominance, and now you're floundering.

I told you six years ago. Should I release those e-mails to embarrass you further?

I'm waiting, Dell.