Dell Inc. (NASDAQ:DELL)’s special committee is once again recommending the original go-private buyout deal offered by founder Michael Dell and the private-equity firm Silver Lake Partners. This time however, the committee has a more concrete argument for taking the original deal.
It’s now telling shareholders that the alternative bid from Carl Icahn and Southeastern Asset Management requires almost $4 billion more in financing than what has been planned in order to be feasible.
Dell’s Board Still Battling Icahn
The board filed proxy materials last week with the Securities and Exchange Commission and sent a letter to shareholders recommending that they vote for the original $24.4 billion offer that would take the company private.
Today The Wall Street Journal’s Shira Ovide reports that the PC maker’s board of directors has filed a new slide show with the SEC. The slide show is aimed at talking Dell Inc. (NASDAQ:DELL) shareholders into taking the $13.65 per share offer from Mr. Dell, and it claims that as the alternative offer stands, it isn’t financially feasible.
Financing Icahn’s Dell Offer
Icahn’s offer differs from the original bid because it keeps the company public and involves a leveraged recapitalization. His bid involves using Dell Inc. (NASDAQ:DELL)’s cash and receivables and the addition of $5.2 billion in new debt. In exchange, the company would pay shareholders $12 per share in either cash or Dell shares.
Today’s slideshow from the company’s special committee said Icahn’s offer underestimates the amount of cash the company will need to operate. The presentation also says the proposal from Icahn and Southeastern doesn’t account for the $1.4 billion debt that the company has to pay back by April of next year or the $450 million termination fee that will be due if the offer from Mr. Dell and Silver Lake is halted.
In order to make up the difference, the slide show indicates that Icahn and Southeastern will need about $3.9 billion more than what they have proposed. The presentation states that if they don’t secure that extra financing, they will have to slash the proposed dividend from $12 per share to $8.50 per share.
Last month Icahn initiated a $5 billion loan to finance his Dell Inc. (NASDAQ:DELL) deal. It’s likely that he’ll have a response for Dell Inc. (NASDAQ:DELL)’s latest shot. We’ll just have to wait and find out what it is.