Dell Rejects Carl Icahn’s Proposal – Again


Dell Inc (NASDAQ:DELL)’s special committee has again expressed disdain for the stock buyback proposal offered by activist investor Carl Icahn. He suggested that the PC maker begin a $14 per share tender offer last week, and on Friday, Dell’s special committee rejected it for the first time.

Dell Rejects Carl Icahn's Proposal - Again

Today’s Rejection From Dell

Today’s rejection is reported by DealBook’s Michael J. De La Merced. The company again has argued that Carl Icahn’s plan has a significant shortfall in financing which makes it worth less than the $24.4 billion go-private offer from founder Michael Dell.

Dell Inc (NASDAQ:DELL) made its latest argument via another presentation for investors. The company’s special committee started with the $15.6 billion in cash that Icahn said would be available to fund his tender offer. It subtracted the minimum amount of money the committee said the company would need on hand and the company’s near-term debt maturities.

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Dell’s Math

That left just $12.7 billion in cash that would be available for the offer. It would mean that if Dell Inc (NASDAQ:DELL) did move forward with Icahn’s tender proposal, it could only pay $8.15 in cash if all of its shareholders other than Icahn and his partner Southeastern Asset Management tendered their shares. It’s a similar argument to the one the committee made to Icahn’s leveraged buyout offer.

The committee also pointed out that Icahn’s proposal still requires him to set up the other financing that would be necessary. He hasn’t named any names yet, although he did say that a “major investment bank” would cover $1.6 billion and that he would provide $2 billion. Dell also said Icahn hasn’t provided enough evidence that he has the financing fully arranged or the additional information its board of directors has requested.

Icahn’s Financing For His Plan For Dell

We do actually have some signs this morning that Icahn may be lining up the financing his leveraged buyout plan for Dell requires. Sources have said this morning that Jefferies Group LLC (NYSE:JEF) is working on a $5.2 billion loan for Carl Icahn, which would support his efforts to acquire Dell. The funding is said to be divided into two loans, a $2.2 billion six-year term loan B-1 and a $3 billion three-year term loan B-2. The loans are expected to be revealed at a lender’s call this afternoon.