Term Sheet

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Southeastern jumps the gun on Dell

April 9, 2013: 12:15 PM ET

DellDell does not yet have any "superior offers."

FORTUNE -- Southeastern Asset Management today sent a letter to Dell's board of directors, again expressing its opposition to the proposed $13.65 per share buyout by Michael Dell and Silver Lake Partners. And again it was worth reading, if for no other reason than that SAM is Dell's (DELL) largest outside shareholder.

Here was the new part that caught my eye:

The Special Committee has obtained two preliminary alternative proposals, both of which we view as superior to the Michael Dell/Silver Lake buyout. We view these proposals as superior primarily because each offers shareholders the opportunity to remain owners of Dell while also offering a higher cash price to owners who choose to exit their investment.

I completely understand SAM's dissatisfaction with the Michael Dell/Silver Lake deal, particularly given that the firm bought into Dell at more than $13.65 per share. But it is terribly premature to claim that the two rival proposals -- from The Blackstone Group (BX) and Carl Icahn -- are "superior."

For starters, neither proposal is fully financed. Maybe one or both of them eventually get there, which is why Dell's special committee said that they may result in superior offers. And there would be some major challenges along the way -- particularly if Michael Dell doesn't roll over his equity or if Microsoft doesn't transfer its $2 billion loan offer. SAM may prefer the Blackstone and Icahn structures, but so far they're more like movie sets than actual buildings.

Second, SAM has no idea who will be running Dell following a Blackstone or Icahn purchase. Possibly Michael Dell, but highly unlikely. Maybe ex-Compaq chief Michael Capellas if Blackstone were to prevail, but not yet official. As for Icahn, who knows? Until such uncertainty is resolved, how can SAM claim that the proposals are superior? Particularly given that their projections are based on a company whose strategic direction has been set by Michael Dell? If Blackstone were to put Ron Johnson in charge, does that public equity stub look equally attractive? How about if I were named CEO?

Again, I understand that SAM simply is trying to pressure Dell's board into an outcome that could let it eventually generate profit on its investment. And, all else being equal, it believes a public equity stub or leveraged recap are its most viable avenues.

But the reality is that, at this moment, all else is not equal. Which means that neither Blackstone nor Icahn really has a superior offer, even for SAM. At least not yet.

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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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