FORTUNE -- Dell Inc. this afternoon reported lower-than-expected earnings, including a stunning 9% year-over-year revenue decrease and 65% operating income decrease for the "end user computing" unit that houses PC and PC peripheral sales.
Silver Lake Partners obviously knew that the EUC business was in decline when it agreed to join forces with Michael Dell on a $24.5 billion buyout offer for the company (DELL) -- believing that it could more than make up for future PC-related losses by growing other parts of the business. But it's also fair to suggest that some at Silver Lake may be getting nervous by how quickly things have deteriorated (including in mobility, which seems a bit counterintuitive).
So if Silver Lake did want to walk away, could it?
In general, private equity firms have only two ways out of a signed merger agreement. First, they can simply agree to pay a predetermined termination fee -- but it's usually set so high that no firm would consider taking the hit. In the case of Dell, Silver Lake and Michael Dell would be on the hook for a whopping $750 million.
The second option would be to claim a material adverse change in the business. If successfully claimed, then Silver Lake would be off the hook.
On the surface, a decrease in Dell's primary business would seem to qualify. It's certainly "material" by Dell's own admission, since it was reported in its quarterly financials. And it's certainly an "adverse change," based on almost any reasonable definition of that phrase.
Related: T. Rowe dumps some Dell
The reality, however, is that it is extraordinarily difficult for private equity firms to successfully make MAC claims. The most notable example came when Apollo Global Management (AGM) tried to bail on its agreement to have portfolio company Hexion Specialty Chemicals buy Huntsman Corp. (HUN) for approximately $10.6 billion. The original deal was signed in July 2007, but the subsequent financial markets collapse and other factors caused Huntsman to experience several subsequent quarters of poor performance. Moreover, Huntsman's net debt had unexpectedly increased and two business units -- pigments and textiles -- had been hit particularly hard.
A lawsuit was filed, and the two sides squared off in Delaware Chancery Court nearly one year after the original deal was signed. The judge ultimately sided with Huntsman, arguing that the changes to Huntsman's business was more to specific units than to the company as a whole and that plaintiffs had not proved that the overall business wouldn't recover. Hexion ultimately agreed to settle for approximately $1 billion (banks that backed out of the deal also paid through the nose).
Since then, many MAC agreements have gotten more stringent. Some, for example, include "bright-line tests" that specify the acquirer can bail if certain financial results fall beneath a particular threshold.
In the case of Dell, however, the MAC is fairly amorphous. Silver Lake is allowed to walk away if any change since Nov. 2, 2012 would "have a material adverse effect on the financial condition, business, properties, assets, liabilities or results of operations of the Company and its Subsidiaries taken as a whole." But then there are a whole bunch of carve-outs, including broader industry trends (unless Dell is more negatively impacted than its peers) and the company failing to meet either internal or external financial projections.
RELATED: Dell to Icahn: Show us the money
Silver Lake certainly could argue that the "end-user computing" decline, while just one business unit, adversely affects the entire company since it represents more than 60% of of Dell's total revenue (something that wasn't true of Huntsman's pigments and textiles groups). Moreover, it's an accelerated secular decline that is not really expected to ever reverse itself.
Hardly a slam-dunk case, but Silver Lake would seem to at least have a line of argument.
So let's imagine that Silver Lake were to claim MAC, so long as it could handle the potential reputational fallout for a firm that hangs its hat on knowing technology trends inside and out.
In that case, Dell still may go private. Remember, Silver Lake only has committed $1.4 billion toward the deal. Michael Dell has that kind of extra cash lying around -- and maybe could even float the $2 billion Microsoft (MSFT) loan if the Redmond crew were to follow Silver Lake out the door (since Microsoft is exclusive to the existing consortium, which would be blown apart). Moreover, he might be able to negotiate a lower price, since it would be obvious no one else is walking through the door (well, maybe except for Carl Icahn).
Again, a TON of hypotheticals here. Silver Lake may very well move forward with its offer, and take Dell private before the July 4 holiday. But given today's earnings mess, it's worth at least considering the alternatives.
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Dissident Dell shareholder loses a bit of its voice.
FORTUNE -- T. Rowe Price still may want to vote against Michael Dell's proposed takeover of Dell Inc., but its opinion will no longer be heard quite so loudly.
Yesterday the mutual fund reported disclosed that it sold around 10.26 million Dell (DELL) shares during the first quarter, which represented around 12.5% of its holdings. It also acquired 5.8 million call options during MOREDan Primack - May 16, 2013 1:52 PM ET
Dell asks Carl Icahn for more details about his "superior proposal."
FORTUNE -- Dell Inc.'s special committee this morning told Carl Icahn that it needs more information about his offer to buy the company, including where he intends to get the debt financing.
Icahn last week reiterated his position that Michael Dell and Silver Lake Partners are basically stealing Dell (DELL) via their $13.65 per share take-private offer, and that he could do better MOREDan Primack - May 13, 2013 7:55 AM ET
Carl Icahn may be guilty of Michael Dell's alleged sins.
FORTUNE -- Carl Icahn isn't losing to Michael Dell without a fight.
Today the activist giant offered to buy the PC maker for $12 per share, alongside fellow dissident Dell (DELL) shareholder Southeastern Asset Management. The payout could come either in cash of in the form of additional Dell stock, since this proposal would include a public equity stub.
Most of the bid would MOREDan Primack - May 10, 2013 10:30 AM ET
The more things change, the more they stay the same.
FORTUNE -- T. Rowe Price is still opposed to taking Dell Inc. private at $13.65 per share, even though the PC maker's stock has fallen well below that mark since The Blackstone Group (BX) decided not to make a rival offer.
T. Rowe (TROW) staked out its original position on Feb. 12, when chairman and chief investment officer Brian Rogers said that MOREDan Primack - Apr 23, 2013 12:31 PM ET
A 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 MOREDan Primack - Apr 19, 2013 11:29 AM ET
Blackstone ends its pursuit of the PC maker.
FORTUNE -- The Blackstone Group (BX) is ending its pursuit of Dell Inc. (DELL) without formally submitting a superior offer to the $24.4 billion bid made earlier this year by company founder Michael Dell and private equity firm Silver Lake Partners.
The Wall Street Journal first reported the news earlier this evening, and it has been independently confirmed with multiple sources by Fortune. We also MOREDan Primack - Apr 18, 2013 10:14 PM ET
Have reports of the club deal's death been greatly exaggerated?
FORTUNE -- Before the financial markets went to hell in a securitized handbasket, private equity firms regularly partnered with each other on the same transactions. These so-called "club deals" sometimes included as many as seven firms, and were a way for private equity to purchase larger and larger companies (while reducing possible competition). In fact, of the 25 largest leveraged buyouts completed MOREDan Primack - Apr 10, 2013 2:31 PM ET
Dell 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 MOREDan Primack - Apr 9, 2013 12:15 PM ET
Dell's top comp is having a tough day. Could it affect the final buyout price?
FORTUNE -- Yesterday I spoke with a banker who insisted that Michael Dell and Silver Lake Partners would never get their Dell (DELL) buyout done at $13.65 per share. He felt that the market had changed too much since the offer was accepted by Dell's board, as evidenced by Hewlett-Packard's (HPQ) stock surge over the past MOREDan Primack - Apr 2, 2013 1:39 PM ET
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