Term Sheet

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Dell vs. Dell shareholders

February 13, 2013: 12:43 PM ET


Dell's largest outside shareholders are opposing its $24 billion buyout plan.

FORTUNE -- T. Rowe Price yesterday became the latest Dell Inc. shareholder to oppose the company's plans to go private, saying the proposed $13.65 per share deal "does not reflect the value of Dell." This has got to be making Michael Dell sweat a bit.

T. Rowe Price (TROW) holds around 86 million shares of Dell (DELL) stock, or around 5% of all outstanding shares. The only larger outside shareholder is Southeastern Asset Management, which also threw cold water on the proposed buyout.

To go private, Dell needs approval from a simple majority of shareholders not named Michael Dell. That works out to just north of 42%.

By my count, institutions holding more than 14% of Dell's outstanding shares now have signaled their intentions to oppose. And none have come out in favor.

For context, Dell's ten largest outside stockholders hold less than 30% of the company's outstanding shares. That means that the big institutions alone don't have the mathematical muscle to stop this train, but rather are banking on their powers of reputational persuasion (i.e., if the large oppose, the small will follow).

The $24 billion question, therefore, is if Michael Dell and his private equity pals at Silver Lake will increase their offer.

As I wrote before the deal was announced, anything too far below $14 per share seemed like it was just asking for trouble. Generally, private equity firms have a bit of upside wiggle-room when they announce a take-private (although they never admit it publicly). It's the reason that such press releases don't typically include the phrase "best and final offer."

But Silver Lake may have really stretched to $13.65 per share -- it has committed $1.4 billion, which is more than 10% of its new fund -- with some reports suggesting that negotiations broke down repeatedly over price. So perhaps the end game is a small price sweetener for shareholders, with Michael Dell financing the difference.

After all, Michael Dell already would be controlling shareholder under the current arrangement. So an extra percent or two wouldn't really affect things too much. And it's not as if he doesn't have the money. In fact, had he wanted to, Michael Dell could have launched this offer without the help of either Silver Lake of Microsoft (MSFT).

Really just thinking aloud here, as we wait for other large holders like BlackRock (BLK) and Vanguard to make their intentions known. But it would be hard to believe that Michael Dell doesn't have a Plan B up his sleeve, even if it involves reaching into his pocket.

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Dan Primack
Dan Primack
Senior Editor, Fortune

Dan Primack joined Fortune.com in September 2010 to cover deals and dealmakers, from Wall Street to Sand Hill Road. Previously, Dan was an editor-at-large with Thomson Reuters, where he launched both peHUB.com and the peHUB Wire email service. In a past journalistic life, Dan ran a community paper in Roxbury, Massachusetts. He currently lives just outside of Boston.

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