競購者能打動邁克爾?戴爾嗎？
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????戴爾公司（Dell Inc.）日前宣布，公司在“詢價期”收到了兩份收購出價，這兩份出價“很可能優于”邁克爾?戴爾和銀湖資本（Silver Lake Partners）2月份給出的每股13.65美元要約。但兩份出價可能都會包含一些“公眾股權存根”；對于戴爾公司的創始人兼CEO邁克爾?戴爾而言，這一點難以容忍，他積極推動戴爾私有化正是因為對公司在公開市場的遭遇不滿。 ????第一份競購出價來自于黑石集團（The Blackstone Group），與之攜手的是規模相對較小的私募股權公司Francisco Partners和Insight Venture Partners。它們愿意出價每股14.25美元收購戴爾股票，同時表示，愿意購買的股票數量將超過戴爾和銀湖資本在要約中承諾的新股購買數量。當然，部分原因在于黑石尚未獲得任何保證，不知道邁克爾?戴爾是否會像黑石希望的那樣愿意將自己的舊股換成新股。鑒于這樣的不確定性，上述出價至多只是意向性表態，不具有約束力。因為黑石必須首先知道需要多少融資以及能否控股，然后才能做出承諾，況且還不知道未來誰會成為這家公司的CEO。 ????黑石也沒有承諾進行任何債務融資，只是表示，正在與摩根士丹利（Morgan Stanley）商洽，相信能籌措到所需資金。值得一提的是，最初出價的20億美元是以微軟（Microsoft）貸款的形式，只能用于銀湖資本此項交易(除非銀湖資本讓微軟來修改合約）。最終，黑石將允許現有的戴爾股東選擇現金或股票，從而產生前述的“公眾股權存根”。 ????第二份收購出價來自卡爾?伊坎，他已經略微調整了最初的舉債派息計劃。他將投入超過50億美元進行股份投資（包括將現有的10億美元股份進行轉換），而且“假定”東南資產管理公司（Southeastern Asset Management）、T. Rowe Price金融集團等大股東也會進行股份轉換。所有這些都將以每股15美元的價格進行，還包括一大筆遺留的公開股票。 ????伊坎沒有提及邁克爾?戴爾和他手頭現有的股權。 ????下一步，邁克爾?戴爾和銀湖資本將會發布一份詳細的代理委托書，闡述為什么他們較低的出價反而更優。預計委托書將于周二或周三發布，但黑石和伊坎的出價可能會讓事情復雜化（或者促使邁克爾?戴爾在原有出價上再加價幾十美分）。 ????簡言之，邁克爾?戴爾將說明，這家PC巨頭在向企業服務提供商轉變的過程中，無法系統性地準確預測財務表現——此類波動性給一只公開上市的股票帶來了不必要的混亂。因此，他要求自行承擔這一風險，將公司轉變為一家私有企業。很難想象他會簽字同意一項繼續保留公眾股權的競價，可能讓他失去控股權的競價就更不用提了。 ????有一件事可以肯定：這事還沒完。遠遠沒有。 |
????Dell Inc. announced this morning that it received two acquisition bids during its "go-shop" process, and that both "could reasonably be expected to result in superior proposals" to the $13.65 per share offer submitted in February by Michael Dell and Silver Lake Partners. Both deals, however, would include a public equity stub that would seem anathema to Michael Dell -- the founder and CEO whose interest in taking Dell private is centered around his disdain for how the company has been treated by public markets. ????The first rival offer comes from The Blackstone Group (BX), which is working with smaller private equity firms Francisco Partners and Insight Venture Partners. It would pay $14.25 per share for Dell (DELL) and says that its equity commitments in excess of new equity committed in the Dell and Silver Lake bid. Of course, that's partially because Blackstone does not yet have any guarantee that Michael Dell would be willing to roll over his shares -- although Blackstone hopes that he will do so. That uncertainty underscores how this is an indication of interest rather than a binding bid, since Blackstone wouldn't commit itself before knowing how much financing is actually required and if it would have majority control -- let alone who the company's future CEO would be. ????Blackstone also doesn't have any debt financing committed but says that it is working with Morgan Stanley (MS) and is confident it can line up the money. Worth remembering that $2 billion of the original offer comes in the form of a loan from Microsoft (MSFT), which is exclusively tied to Silver Lake on the deal (unless Silver Lake lets Microsoft amend the contract). Finally, Blackstone would allow existing Dell backers to choose cash or stock, leading to the aforementioned public stub. ????The second bid comes from Carl Icahn, who has slightly modified his original dividend recap plan. He would put upwards of $5 billion in equity toward the deal (including rollover of his existing $1 billion stake) and would "assume" rollover from other large shareholders like Southeastern Asset Management and T. Rowe Price. All of this would get done at a $15 per share price, and also would include a massive public equity stub. ????Icahn does not make mention of Michael Dell or his existing equity. ????The next step will be public release of a detailed proxy statement from Michael Dell and Silver Lake, laying out a case for why their offer actually is superior at a lower price. That was scheduled for tomorrow or Wednesday, but the Blackstone and Icahn bids may complicate matters (or cause Michael Dell to add a couple quarters to his own bid). ????In short, Michael Dell will argue that Dell has proven systemically unable to accurately predict financial performance in the midst of its transition from a PC giant to an enterprise services provider -- and that such volatility plays unnecessary havoc with publicly traded shares. So he instead will ask to assume the risk and work to transform the company as a private enterprise. Hard to imagine him signing onto a rival offer that would still require public equity participation -- let alone one that may not allow him to maintain control. ????One thing we know for certain: This isn't over yet. Not by a long shot. |
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