专栏 - 从华尔街到硅谷


Dan Primack 2013年02月19日

Dan Primack专注于报道交易和交易撮合者,从美国金融业到风险投资业均有涉及。此前,Dan是汤森路透(Thomson Reuters)的自由编辑,推出了peHUB.com和peHUB Wire邮件服务。作为一名新闻工作者,Dan还曾在美国马萨诸塞州罗克斯伯里经营一份社区报纸。目前他居住在波士顿附近。

    上周,普信基金公司(T. Rowe Price)成为反对戴尔公司(Dell)私有化方案的最大股东,公司称拟定每股13.65美元的交易“没能反映戴尔的价值”。这个变化或许会让迈克尔•戴尔叫苦不迭。

    普信基金公司持有约800万股戴尔股份,占戴尔流通股的5%左右。另外一个,也是唯一的一个比普信基金更大的外部股东——东南资产管理公司(Southeastern Asset Management)同样给该私有化方案泼了冷水。




    因此,这宗240亿美元私有化方案的关键在于,迈克尔•戴尔及其在银湖资本(Silver Lake)的私募股权伙伴们是否愿意提高出价。






    T. Rowe Price yesterday became the latest Dell Inc. shareholder to oppose the company's plans to go private, saying the proposed $13.65 per share deal "does not reflect the value of Dell." This has got to be making Michael Dell sweat a bit.

    T. Rowe Price (TROW) holds around 86 million shares of Dell (DELL) stock, or around 5% of all outstanding shares. The only larger outside shareholder is Southeastern Asset Management, which also threw cold water on the proposed buyout.

    To go private, Dell needs approval from a simple majority of shareholders not named Michael Dell. That works out to just north of 42%.

    By my count, institutions holding more than 14% of Dell's outstanding shares now have signaled their intentions to oppose. And none have come out in favor.

    For context, Dell's ten largest outside stockholders hold less than 30% of the company's outstanding shares. That means that the big institutions alone don't have the mathematical muscle to stop this train, but rather are banking on their powers of reputational persuasion (i.e., if the large oppose, the small will follow).

    The $24 billion question, therefore, is if Michael Dell and his private equity pals at Silver Lake will increase their offer.

    As I wrote before the deal was announced, anything too far below $14 per share seemed like it was just asking for trouble. Generally, private equity firms have a bit of upside wiggle-room when they announce a take-private (although they never admit it publicly). It's the reason that such press releases don't typically include the phrase "best and final offer."

    But Silver Lake may have really stretched to $13.65 per share -- it has committed $1.4 billion, which is more than 10% of its new fund -- with some reports suggesting that negotiations broke down repeatedly over price. So perhaps the end game is a small price sweetener for shareholders, with Michael Dell financing the difference.

    After all, Michael Dell already would be controlling shareholder under the current arrangement. So an extra percent or two wouldn't really affect things too much. And it's not as if he doesn't have the money. In fact, had he wanted to, Michael Dell could have launched this offer without the help of either Silver Lake of Microsoft (MSFT).

    Really just thinking aloud here, as we wait for other large holders like BlackRock (BLK) and Vanguard to make their intentions known. But it would be hard to believe that Michael Dell doesn't have a Plan B up his sleeve, even if it involves reaching into his pocket.