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6 questions about the Dell deal

March 26, 2013: 10:18 AM ET

DellDell auction remains punctuated by question marks.

FORTUNE -- I spent much of yesterday working on Dell (what else?), but woke up with more questions than answers. So my top six are below. Oh, and for the sake of clarity, I'm now just going to refer to Michael Dell as "Michael" -- since writing intelligibly about both him and his eponymous company has become a bit confusing.

1. Why didn't Blackstone call Michael Dell? There were reports yesterday that Michael Dell is planning to sit down with The Blackstone Group (BX). Not too surprising, based on Michael's original promises to Dell's (DELL) special committee. But my understanding is that Blackstone never reached out to Michael during the "go-shop" process – while we do know that it used back-channels to contact possible CEO replacements like Mark Hurd and Mike Capellas. So imagine how awkward this meeting is going to be. Maybe Blackstone viewed Michael and Silver Lake as too tied at the hip to have such talks, but how does an indication of interest change that?

Moreover, if Blackstone doesn't get Michael's participation, how does it manage to get financing? I don't mean his rolled-over shares – but money from banks who won't necessarily be able to meet with a friendly management team. Remember when I originally suggested this whole situation could lead to a quasi-hostile bid. Well…

2. What's the deal with Dave Johnson? There are two schools of thought on David Johnson, the former Dell M&A boss who joined Blackstone early this year. Either he is the lynchpin for getting Michael Dell to join Blackstone's team, or he's a guy with whom Michael Dell has no interest in doing business ever again. In other words, did he leave happily for a new opportunity after getting Dell Inc. ready to sell? Or was he pushed out? This really is a "depends who you speak to" sort of situation, which leaves me without a definitive answer.

3. A conspiracy theory to debunk a conspiracy theory? Blackstone is one of four private equity firms still subject to a federal conspiracy case, which originally alleged that 10 firms (including Silver Lake) had rigged bids on nearly two dozen pre-crisis buyouts. The narrowed complaint now concerns the issue of deal-jumping, or making rival bids after another firm already has a signed proprietary agreement. So, there is a theory floating out there that Blackstone is bidding on Dell to prove that it will, indeed, jump a deal. To be clear, there is no evidence to support this theory. But it's fun to think about. After all, Blackstone hasn't really spent any money (yet).

4. Icahn wants to partner? There are reports that Carl Icahn is "open" to a partnership with Blackstone. Well of course he is. In related news, I'm open to my local bank branch holding "free $100 bill day."

5. How does Dell handle the proxy? Word is that the proxy is coming tomorrow or Thursday. As I mentioned yesterday, it will be a tightrope act. On one hand, Michael needs to convince shareholders that Dell faces huge challenges ahead and that he's taking enormous personal risk. On the other hand, he can't be so dire as to freak out customers and employees. My guess is it will include at least a few subtle jabs at the rival bidders' understanding of the company (Icahn math, part II).

6. What is Michael & Silver Lake's Plan B? Michael Dell could end this all right now by offering another couple of quarters per share. He has the money. Silver Lake also may be able to chip in a bit more, or decide to wait it out (either Blackstone/Icahn don't ultimately bid and SLP gets the deal at $13.65, or it walks with the breakup fee). If Michael's honest goal is to maintain Dell is a strong going concern that can be transformed into an enterprise services giant, then the former may be preferable. The longer this uncertainty goes on, the more it hurts Dell with its non-shareholder stakeholders.

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About This Author
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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