Tag Archives: Silver Lake

After Board Nixes Michael Dell's Deal, Carl Icahn Says 'Let The Desperate Dell Debacle Die'

By Connie Guglielmo, Forbes Staff Billionaire investor and activist Carl Icahn called on a special committee of Dell’s board, which earlier today rejected a $26.6 billion buyout plan proposed by Michael Dell, to let a shareholder vote on the issue take place this Friday and put an end to the “Dell debacle.” Icahn , in an open letter to the PC makers board, said he’s “pleased” that Michael Dell’s $13.75 a share offer has been turned down, but noted that “the Special Committee has proposed to change the record date for the special meeting of stockholders, which would further delay the stockholder vote that was first scheduled for July 18.  To that proposal, we say:  Enough!  The stockholders have spoken – and they do not want to be frozen out by Michael Dell/Silver Lake.  Let the vote happen on Friday.  Michael Dell has said he is “at peace either way”.  We are glad to hear it! It is time to let the proposed freeze-out merger die.” Here’s the text of the letter by Icahn and Southeastern Asset Management, one of Dell’s top shareholders and a vocal opponent of Michael Dell’s plan to take the company private with partner Silver Lake. LET THE DESPERATE DELL DEBACLE DIE Dear Fellow Dell Stockholders and Dell Special Committee: Today we read that the Dell Special Committee will not accept Michael Dell/Silver Lake’s request to amend the stockholder approval requirement previously agreed to by Dell, Michael Dell and Silver Lake. We are pleased to see that the Special Committee heeded our advice. But now, the Special Committee has proposed to change the record date for the special meeting of stockholders, which would further delay the stockholder vote that was first scheduled for July 18. To that proposal, we say: Enough! The stockholders have spoken – and they do not want to be frozen out by Michael Dell/Silver Lake. Let the vote happen on Friday. Michael Dell has said he is “at peace either way”. We are glad to hear it! It is time to let the proposed freeze-out merger die.  If the Special Committee fails to heed our advice to hold the Special Meeting on Friday and let the stockholders finally vote after six months of uncertainty, and instead, they decide to reset the record date and schedule the Special Meeting for the fourth time, it is imperative, AS WE HAVE REQUESTED FOR MONTHS, that Dell also hold the Annual Meeting on that same day and at the same time. LET’S MOVE FORWARD TO END THIS UNCERTAINTY The Dell Board needs to immediately set a record date for the Annual Meeting and announce the date for the Annual Meeting. The current Dell directors have been sitting for over a year. We believe that the Dell Board has a fiduciary obligation to ensure stockholders have the opportunity to make their choice: Do stockholders want to continue with the incumbent directors who have supported what we believe is an undervalued merger with the company’s founder, largest stockholder and CEO?  OR Do stockholders want to …read more

Source: FULL ARTICLE at Forbes Latest

Icahn criticizes Dell for vote rule change on proposed deal

The takeover bout for Dell resumed on Monday, with investor Carl Icahn sounding off on the proposal from Michael Dell and Silver Lake Partners to change rules governing the shareholder vote for a revised bid to take the PC maker private.

Company founder Michael Dell and his buyout partner, Silver Lake, last week offered shareholders US$13.75 per share for the company, an increase from the $13.65 proposed in February. As part of the revised offered, the parties proposed a change in the shareholder vote in which only “yes” or “no” votes will be counted, and non-votes or abstentions will not count.

Icahn on Monday urged Dell’s board not to support the proposed shareholder vote change as it could disenfranchise voters.

“The plain and simple fact is that Michael Dell and Silver Lake have underestimated the extent of stockholder opposition to the Michael Dell/Silver Lake transaction and are unwilling to pay fair value to obtain approval of their interested-party freeze-out transaction,” Icahn wrote in a statement.

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Source: FULL ARTICLE at PCWorld

PIK Toggle High Yield Bond Issuance Soars As Market Heats Up

By Tim Cross, Contributor

There’s more evidence of a rebounding U.S. high yield bond market: PIK toggle deal volume has soared in July as issuers take advantage of an institutional investor market that once again has become accommodating in its search for yield. PIK toggle deals – which give the issuer the option of repaying the debt “in kind” (as opposed to cash) – have totaled roughly $2.85 billion so far in July, making it the busiest month for these deals since October 2012, and the second-busiest since the pre-Lehman days of September 2008. In fact, some of the July transactions have been the largest PIK toggle offerings since the leveraged finance boom of 2008, according to LCD’s Jon Hemingway. , for instance, last week priced an $800 million offering, part of which will fund a dividend to private equity sponsors Bain Capital and Blackstone Group. demand for the deal was such that it was increased from $700 million. The issue was rated CCC+/Caa1. Also last week, healthcare networks concern MultiPlan completed a $750 million PIK toggle deal, part of which backs a dividend to sponsors BC Partners and Silver Lake. The Multiplan issue also is rated CCC+/Caa1. And just today U.S. retailer Party City unveiled a $300 million PIK toggle offering backing a dividend to private equity sponsor Thomas H. Lee. The appeal of these deals to investors is obvious. The Michaels deal priced with a coupon of 7.5% (cash) or 8.25% (PIK), while MultiPlan priced with a coupon of 8.375% (cash) or 9.125% (PIK). Those figures are in contrast to the 6.79% average yield of U.S. senior unsecured high yield deals, as of July 25, according to S&P Capital IQ/LCD (that average yield is calculated on a rolling 30-day basis). Again, it’s worth noting that many of the PIK toggle deals being completed have relatively low ratings, which contributes to the relatively hefty yield. PIK toggle bonds came about during the rising-rate leveraged finance environment of 2004 and 2005. Their use peaked during the heady capital markets days of 2007 and 2008, before the financial market collapsed (you can read more about how PIK toggle bonds work here). So far in 2013 PIK Toggle issuance totals roughly $6 billion, compared to only $1.4 billion during the same period in 2012. PIK toggle issuance picked up during the second half of last year, to finish 2012 with $6.7 billion in volume. That’s the most since the $13.4 billion recorded during 2008. …read more

Source: FULL ARTICLE at Forbes Latest

Carl Icahn Blasts Michael Dell For Proposed Vote Change on Dell Buyout

By Nathan Vardi, Forbes Staff

Billionaire investor Carl Icahn blasted Michael Dell on Monday for trying to get the special committee of Dell’s board to change a key rule in the upcoming shareholder vote on the Michael Dell and Silver Lake proposed $26.6 billion buyout of Dell. …read more

Source: FULL ARTICLE at Forbes Latest

Michael Dell Reiterates $13.75 Is 'Best, Final Offer,' Will Stay On Even If Buyout Fails

By Connie Guglielmo, Forbes Staff Michael Dell, who has been working to take his namesake personal computer maker private, reiterated that the new $13.75 a share offer he and private-equity firm Silver Lake made to investors last week is the “best and final offer” and said that he will remain with the company even if the buyout fails. …read more

Source: FULL ARTICLE at Forbes Latest

Icahn in control after Dell ups offer to take company private

Michael Dell and Silver Lake’s decision to raise the offer to take Dell private is a concession that rival Carl Icahn and affiliate parties may have an upper hand in the wrangling to take over the company, observers of the deal said.

Founder Dell and Silver Lake on Wednesday offered shareholders US$13.75, an increase from the original offer of $13.65 proposed in February, which was met with opposition from Icahn and other institutional investors, who believed the company was being undervalued.

Icahn has led the fight against Dell, playing a major role in getting the company founder and CEO to increase his offer, observers said. Icahn and Southeastern Asset Management made several counteroffers to the Dell-Silver Lake proposal, and Icahn claimed the most recent counteroffer could be potentially worth $15.50 to $18 a share for current shareholders.

A vote to approve the new Dell-Silver Lake proposal is scheduled for Aug. 2. Dell on Wednesday delayed the second shareholder vote on the Dell-Silver Lake proposal. Dell perhaps failed to gain enough shareholder backing to approve the deal, observers said.

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Source: FULL ARTICLE at PCWorld

Michael Dell raises buyout offer for Dell by $0.10 per share, with new voting conditions

Michael Dell has raised his offer to take Dell private by US$0.10 per share, to about $24.7 billion, after the company was forced to delay a vote because stockholders seemed inclined to reject the bid.

The new bid of $13.75 per share from Michael Dell and Silver Lake Partners prompted the company to adjourn the special stockholder meeting for a second time while a special committee of the board of directors evaluates the new bid. The meeting will be reconvened at 9 a.m. Central Time on August 2, the special committee said Wednesday.

However, the new bid comes with strings attached: The company must modify the voting requirements for its acceptance, Denali Holding, the acquisition vehicle Michael Dell and Silver Lake are using for their bid, wrote in a letter to the board’s special committee.

Denali wants to modify the merger agreement to require the approval of “a majority of the outstanding shares held by the unaffiliated stockholders that are present in person or by proxy and voting for or against approval of the merger agreement at the stockholder meeting.”

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Source: FULL ARTICLE at PCWorld

Dell shareholder vote to take company private delayed

Dell has delayed a shareholder vote of a proposed buyout deal in which founder Michael Dell and Silver Lake Partners would take the company private.

Dell on Thursday said it adjourned a shareholder meeting to “provide additional time to solicit proxies from Dell stockholders,” and that a special meeting will reconvene on July 24 at 5 p.m. CDT at the company’s campus in Round Rock, Texas.

Michael Dell and Silver Lake in February proposed a deal to buyout Dell for $24.4 billion, or $13.65 per share. The deal includes a $2 billion loan from Microsoft, and debt financing from Bank of America, RBC Capital Markets, Merrill Lynch and Barclays. Dell’s board backed the deal, saying it was the best offer on the table.

But some shareholders came out against proposed deal, believing the company was being undervalued. Some advisory firms recommended shareholders vote for the deal in the wake of a weakening PC market and Dell’s uncertain future. Dell’s business is largely centered around the deteriorating PC business and the company has little to no presence in the growing smartphone and tablet markets.

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Source: FULL ARTICLE at PCWorld

Team Icahn Has Dell On The Run

By Nathan Vardi, Forbes Staff

Not long ago, it seemed like billionaire investor Carl Icahn was isolated and defeated in his effort to kill the Michael Dell and Silver Lake $24.4 billion deal for Dell. The powerful Blackstone Group private equity firm dropped out of the race for the struggling PC maker and Icahn appeared to be having trouble getting the financing to mount a serious counter-proposal. …read more

Source: FULL ARTICLE at Forbes Latest

Move Over, West Hollywood — Silver Lake Is the True Gay Mecca: LA Weekly

By The Huffington Post News Editors

Could gays of the 1980s imagine what it would be like to be gay in 2013? From the Supreme Court pondering marriage equality to NFL players weighing how best to come out, the way we’re gay today is nothing like it’s ever been before.

And for that modern gay man, West Hollywood may not be the mecca it once was. Instead, young gays are flocking to Silver Lake and other low-key Eastside neighborhoods.

Read More…
More on LA Around Town

From: http://www.huffingtonpost.com/2013/04/19/move-over-west-hollywood-_n_3119418.html

Dell's Top Investor Sees 'No Sound Reasoning' For Taking PC Maker Private

By Connie Guglielmo, Forbes Staff Dell Inc.’s largest outside investor, Southeastern Asset Management, sent another open letter to the PC maker  today challenging the $24.4 billion leveraged buyout proposed by Michael Dell and Silver Lake in February. …read more

Source: FULL ARTICLE at Forbes Latest

Dell Investor Questions Company's Analysis

By Evan Niu, CFA, The Motley Fool

Filed under:

Following a Dell proxy statement filed earlier this month in which the PC giant provided a pessimistic analysis of its business, major institutional investor Southeastern Asset Management has issued an open letter questioning the company’s conclusions.

Southeastern Asset Management owns an 8.4% stake in Dell, and says in a press release today that it believes the analysis yielded an “inadequate outcome.”

Southeastern has been vocally against the $13.65-per-share buyout offer proposed by Michael Dell and Silver Lake earlier this year. The firm notes that Dell has repurchased shares at an average price of $15.25 over the past year, yet now recommends that investors sell the company for a lower price.

Southeastern maintains that Dell’s pessimistic analysis places too much emphasis on the PC market, while ignoring its potential in its enterprise storage and services segment. Before the buyout offer was on the table, Dell used to emphasize the future potential of this segment.

The investment management firm believes the analysis is misleading and it considers the two preliminary alternative acquisition proposals superior.

The article Dell Investor Questions Company’s Analysis originally appeared on Fool.com.

Fool contributor Evan Niu, CFA, has no position in any stocks mentioned. The Motley Fool has no position in any of the stocks mentioned. Try any of our Foolish newsletter services free for 30 days. We Fools may not all hold the same opinions, but we all believe that considering a diverse range of insights makes us better investors. The Motley Fool has a disclosure policy.

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Dow Spotlight Stock of the Week: Hewlett-Packard

By Matt Thalman, The Motley Fool

Filed under:

In 2013, Hewlett-Packard has been the best-performing component of the Dow Jones Industrial Average . Shares are up more than 54%, while the Dow itself has risen by only 11.15%, and its second best-performing component, Travelers , has climbed by just 17.53% in comparison. But this past week gave us HP‘s worst performance so far this year, with a 7.84% drop — its first decline since the week of Feb. 11.

So what happened?
On Monday, one of the company’s top executives, Senior Vice President Ajei Gopal, announced that he’s leaving the company to join Silver Lake Partners — the private-equity group that’s attempting to take Dell private. Gopal will probably play a large role in helping Silver Lake turn Dell around, considering he’s helped in the same capacity at HP. But HP‘s turnaround is far from complete, so this isn’t a move HP shareholders wanted to see.

On Tuesday, Goldman Sachs analyst Bill Shope lowered HP stock from a “neutral” to a “sell,” saying he could see shares falling 31% from Monday’s closing price of $23.31. That means Shope believes that HP shares, which currently sit at $21.97, will drop to $16.09 sometime in the future.  

Wednesday brought little news, but shares fell again, probably in reaction to the downgrade. Then Thursday arrived with more drama, as the company announced that Ray Lane will step down as chairman of the board but will retain a seat. Board members John Hammergren and G. Kennedy Thompson also announced that they’ve chosen to resign from their positions.

Shares closed the day up 1.78%, but they resumed their tumble on Friday, falling another 1.48% during the trading session. The seesawing performance of the stock following the announcements indicates to me that shareholders have mixed feelings on the board members’ moves.

During the most recent shareholder meeting, when board members were re-elected, Hammergren and Thompson received only 54% and 55% of the vote, respectively. Lane didn’t do much better at 58%. Typically, board members receive more than 90% of the vote, so it was clear that a large portion of shareholders weren’t happy with the job these members had been doing. Most analysts cite the $11 billion Autonomy purchase, and the subsequent $8 billion writedown, as the source of shareholder discontent.

What now?
The loss of an SVP during a turnaround is definitely a negative. He probably knows what H-P has planned for the future, and now that he’s going to work on behalf of a competitor, he could use that knowledge against HP in some fashion.

The downgrade is also a negative, but much less of one. It’s just one person’s opinion and should be viewed that way. In the short term, the downgrade has already affected the share price and may put further downward pressure on the stock in the coming weeks, but it will ultimately have only short-term effects. A downgrade in no way has any impact on the overall health of …read more

Source: FULL ARTICLE at DailyFinance

Dell's Turnaround Plan Is One Big Gamble

By Adam Levine-Weinberg, The Motley Fool

Filed under:

Troubled PC giant Dell has been embroiled in a months-long battle with shareholders over founder and CEO Michael Dell‘s plan to take the company private (with help from Silver Lake Partners and Microsoft ). Two of Dell’s major shareholders, Southeastern Asset Management and T. Rowe Price, protested that the proposed buyout price of $13.65 was too low. Subsequently, Blackstone Group offered to pay $14.25 per share for Dell, and activist investor Carl Icahn offered to buy 58% of the company for $15 per share.

The recent bidding war has driven the Dell stock price well beyond the original proposed deal price of $13.65. However, last week Dell filed a discouraging proxy statement, which indicated that management expects things to get significantly worse for the company before any potential turnaround. The Special Committee of independent directors that evaluated the rival proposals concluded that the certainty of $13.65 cash from Michael Dell and Silver Lake was superior for shareholders to the Blackstone and Icahn bids, which would leave part of the company trading publicly. With Dell stock still trading at a premium to the Dell/Silver Lake offer — $14.30 as of Monday’s close — it is high time for shareholders to sell and lock in gains.

PC weakness continues
Dell’s big long-term problem is the decline of the PC, which has been cannibalized by the growth of mobile computing (i.e., tablets and even smartphones). The PC replacement cycle has slowed dramatically, pressuring Dell and competitors like Hewlett-Packard . Last year, HP had to write down the value of the Compaq trade name by $1.2 billion due in large part to declining PC sales. Yet the PC business is just a small part of what HP does, representing less than 30% of revenue and less than 10% of segment earnings from operations last quarter.

By contrast, while Dell has been trying to diversify into services, software, networking, and other growth areas, PC sales still represent half of the company’s revenue, and roughly 25%-30% of earnings. As a result, Dell has a lot more to lose from the continuation of weak PC sales than HP. In last week’s proxy filing, Dell stated that uptake of Microsoft’s new Windows 8 has been poor, and enterprise upgrades to Windows 7 PCs have unexpectedly slowed as well. According to a study by Boston Consulting Group (commissioned by Dell), PC division revenue could decline by as much as $10 billion over the next four years.

What’s the solution?
Michael Dell seems to be planning to double down on investments to move the company aggressively into the enterprise hardware, software, and services markets. The investments necessary to execute this transformation will depress profitability for several years. Given the strong competition in those markets from IBM, HP, and others, success is not assured.

It’s hard to fault Michael Dell for taking drastic measures to revitalize the business he founded in his dorm room decades ago. The more moderate transformation strategy …read more
Source: FULL ARTICLE at DailyFinance

Battle for Dell risks customer confidence, analysts say

With Michael Dell still battling to get his US$24.4 billion buyout deal approved by shareholders, his company needs to avoid a long, drawn-out battle that could erode customer confidence, analysts say.

Dell recently released details about counteroffers to the proposed purchase by Michael Dell and equity investor Silver Lake, who have offered $13.65 per share to take the company private. The deal was announced February 5, and several counteroffers are pending.

Some signs suggest the proposed deal could fall apart, with some big Dell shareholders, including Yacktman Asset Management and Southeastern Asset Management, opposing the buyout on the grounds that it undervalues Dell.

Counteroffers include a proposal by equity firm Blackstone Group, which approached Southeastern Asset Management and TPG about possible alternative bids. The current offer by Silver Lake and Michael Dell included a $2 billion loan from Microsoft, and debt financing commitments from Bank of America, Merrill Lynch, Barclays, Credit Suisse, and RBC Capital Markets.

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Source: FULL ARTICLE at PCWorld

Easter Sunday At The Hollywood Bowl: An Old Los Angeles Tradition

By The Huffington Post News Editors

Songs of praise and joy rose from the cavernous shell of the Hollywood Bowl on Easter Sunday, spilling into the crowds of thousands of faithful who had gathered at the famed outdoor amphitheatre to celebrate the resurrection of Jesus Christ.

Sunshine peaked through gray clouds overhead, keeping back what was forecasted to be a possibly wet morning. Worshippers donned their best California casual wear: from light colored retro suits and skinny ties to fancy, wide brimmed hats, as well as bright pink, yellow and blue spring dresses that stood out against the deep green, rain nourished pine trees on the hills that surround the Hollywood Bowl.

No matter where they were from, Silver Lake or San Fernando, Eagle Rock or Bel Air, the thousands who flocked to the Bowl came to renew their faith in an ancient message that is at the cornerstone of Christianity: He is risen.

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Source: FULL ARTICLE at Huffington Post

Dell Shareholders Should Take This Deal

By Sean Williams, The Motley Fool

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I’ve always said investing takes a blend of skill and luck. Luck definitely shone in my favor in November when I picked up shares of PC-maker Dell the day after it reported third-quarter results that had Wall Street running for the hills.

In that report, investors saw a company that was in the midst of a very long transformation that was going to struggle with declining PC-sales as it pushed into information technology. What I saw was a company capable of producing billions in annual cash flow that already boasted a large net cash position, and that could be a potential takeover target. Little did I know how lucky I would be, because a few months later that takeover chatter would become a reality.

Three’s company
The initial deal offered by Silver Lake Partners for $13.65 per share didn’t sit too well with Dell’s largest shareholders — Southeastern Asset Management and T. Rowe Price Group , which together own 12.9% of all outstanding shares — and prompted activist investor Carl Icahn to make a sizable investment that led to the confidential opening of Dell’s books. Large shareholders criticized the deal for valuing Dell too cheaply with Icahn originally demanding Dell go into debt to pay out a $9 special dividend if the deal fell through. That all changed on Friday.

With three bids effectively on the table now — $13.65 from Silver Lake Partners, a minimum $14.25 per share offer from Blackstone Group , and an offer from Carl Icahn and Icahn Enterprises to purchase 58% of outstanding shares at $15 — things are about to get interesting. When all is said and done, one deal stands out to me, a Dell shareholder, as a clear winner.

Why the Silver Lake deal is yesterday’s news
The Silver Lake deal is essentially dead after these two competing bids emerged on Friday. Unless Silver Lake wishes to boost its bid — which could be more difficult now that Dell lowered its fiscal profit down to $3 billion for the year — or Michael Dell wants to dig more deeply into his own pockets (which seems very unlikely given that he was already utilizing his 16% stake in the company to finance the deal), then it’s as good as dead.

I think Icahn? Actually, I think not…
Carl Icahn‘s deal is intriguing from a shareholder perspective as it, on paper, appears to net the highest dollar amount per share, although we don’t yet know how high the Blackstone Group bid is willing to go. However, Carl Icahn‘s bid will only be for 58% of the company, exposing the remaining 42% to the public effects of a reduced earnings forecast and a discerning public eye that has been displeased with the pace of Dell’s turnaround.

This is the deal that makes sense
As a Dell shareholder, the Blackstone offer makes the most sense of all — and I feel …read more
Source: FULL ARTICLE at DailyFinance