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Michael Dell: I'll stick around if buyout fails

June 21, 2013: 8:34 AM ET

michael_dellMichael Dell tells shareholders why they should let him take Dell private. And what will happen if they don't.

FORTUNE -- Michael Dell this morning explained his rationale for wanting to take Dell Inc. (DELL) private, via a nine-page investor presentation. But most notable might be his thoughts over what happens if shareholders vote down the $13.65 per share offer, in which he is partnering with private equity firm Silver Lake.

Dell writes that he "will remain committed to doing my utmost for the Company," if his take-private falters. He adds: "I founded the Company and I will continue, as I have for the last 29 years, to try to make Dell the best company I can.  I will also oppose the kind of imprudent leveraged recapitalization that has been suggested by certain other parties."

Those certain other parties include Carl Icahn, who recently became Dell's largest outside shareholder with an 8.03% position.

All of this is particularly notable for two reasons:

1. There had been speculation that Michael Dell would step down as Dell's CEO were the deal to fail, given his opinion that the company will struggle to succeed if it remains publicly-traded. Today's statement doesn't explicitly dispute that theory -- or that he would actively manage an orderly transition to someone else -- but a source familiar with his thinking says that shareholders should interpret it as Michael Dell wanting to stay in the big chair.

RELATED: Icahn bought Dell shares at a discount

2. There also had been a theory that Michael Dell would launch his own recap plan were the take-private to fail, in order to thwart Icahn (who wants to install his own senior management). Today Dell ruled that out. Moreover, he also echoed sentiments of the company's special committee about why a leveraged recap would make Dell weaker in both the short and long terms

"Adding substantial debt to the Company while leaving it as a public company would decrease the Company's financial flexibility and hurt the Company's ability to weather an economic or business downturn. It would also jeopardize customer perception and employee retention. None of the Company's public company peers attempts to operate at, or even near, the high levels of debt that a leveraged recapitalization would create. A leveraged recapitalization would leave the Company as a widely held public company, with all of the issues that make it more difficult, slower and riskier to accomplish the Company's necessary transformation. Indeed, a leveraged recapitalization would likely make the public trading price of the Company's stock even more volatile, thereby exacerbating these issues."

Read Dell's entire investor presentation below, which includes Michael Dell's plans for Dell as a private company:

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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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