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Icahn bought Dell shares at a discount

June 18, 2013: 4:07 PM ET

dell_sign_headquartersSoutheastern Asset Management apparently believes Carl Icahn is some sort of loss leader.

FORTUNE -- Earlier today we discussed how Carl Icahn had nearly doubled his stake in Dell Inc., by purchasing around 72 million shares from Southeastern Asset Management. And now we know the price: $13.52 per share.

Or, put another way, 13 cents per share less than what SAM could have gotten by selling those same shares to Michael Dell and Silver Lake Partners, who are trying to take Dell (DELL) private for $13.65 per share. Or 21 cents per share less, once an anticipated dividend is taken into account. And well below the $24 per share that SAM claimed the company was worth back in February.

So what is the strategy over at SAM, which retained around half of its original position.

Word is that the Memphis-based investment firm believes Icahn will have an even louder bully pulpit as the company's largest outside shareholder, for the purposes of beating back the Michael Dell/Silver Lake bid. Then an Icahn-controlled Dell would easily make up that 13 cent per share difference, and then some. I guess I understand in theory, except for the part where Carl Icahn: (a) Doesn't ever have trouble getting his message out, and (b) Icahn's track record and Dell investment thesis doesn't change based on the number of shares he owns.

For Icahn, this is mostly a win-win situation. If Michael Dell/Silver Lake win the shareholder vote next month, then he pockets more than $9 million on the SAM purchase (chump change for him, but probably smooths out his cost basis a bit). If the buyout offer gets voted down, then Icahn already has a bunch of the shares he planned to buy via the original recap plan (and more leverage to get his tender offer accepted).

The only way the purchase goes south for Icahn -- at least in the short-term -- is if the buyout gets voted down and Michael Dell has a "Plan B" recap of his own that gets accepted. In that case, Icahn would be left holding over 150 million shares in a company run by someone who he thinks should be out on the street.

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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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