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What did (or didn't) Blackstone know about Dell?

April 19, 2013: 11:29 AM ET

dell-computer-logoA major discrepancy emerges in Dell timeline.

FORTUNE -- When The Blackstone Group ended its pursuit of Dell Inc. last night, on of the reasons it cited was the PC maker's "rapidly eroding financial profile." Specifically, that Dell had "revised its operating income projections for the current year to $3.0 billion from $3.7 billion."

What Blackstone (BX) is talking about is referenced in Dell's (DELL) preliminary proxy statement, dated March 25. It tells of how Dell's board and special committee had begun to lose faith in management's financial projections, which included the $3.7 billion figure. So it hired an outside party, Boston Consulting Group, to provide an alternate financial forecast.

It would be BCG's report, submitted to Dell's special committee in mid-January, that would argue Dell's operating income for 2013 should actually be pegged at $3.4 billion. Also present during the presentation was Evercore Partners (EVR), which Dell's special committee later hired to run the "go-shop" process. Evercore would later use that data, along with other information, to present a case to the board in early February that 2013 net income actually would be around $3 billion.

This is where things begin to get hazy.

A Blackstone spokesman says that the firm had no knowledge of the $3 billion figure prior to submitting its indication of interest at the end of the "go-shop" process (March 22). That would mean that Evercore never shared such information with Blackstone, and also would mean that the information was not entered into the confidential data room to which Blackstone had access. It does seem that Blackstone had access to the BCG report that put income at $3.4 billion, although Blackstone does not mention that in last night's letter to the special committee.

A source close to the situation says that the $3 billion figure was not actually submitted to the data room until March 31. By that point its contents were already public record, via the March 29 proxy. I have reached out to the special committee and Evercore for confirmation of these facts.

If this timeline is accurate, then something is really askew in Round Rock. It was Evercore and the special committee's job to seek out higher bids, but not by withholding  material information. So someone seems to have dropped the ball here. Either on behalf of Dell, or on behalf of Blackstone.

Worth also adding that, on March 15, CNBC's David Faber reported that the proxy would show a significant downward revision to that $3.7 billion figure.

UPDATE: Evercore has declined to comment.

UPDATE II: There have been some revisions to this story, based on newly-learned information and a clarification of what data was in the BCG Forecast and what information came from the Evercore opinion.

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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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