Southeastern Asset Management has not been quiet about its opposition to the company’s leveraged buyout, and today the firm’s latest regulatory filing indicates some additional movement on the issue.
The filing shows that Mason Hawkin’s value firm is selling off some of its shares of Dell Inc. (NASDAQ:DELL) and requesting some information from Dell.
According to the filing, Southeastern sold off hundreds of thousands of shares of the stock between Feb. 6 and Feb. 8. It then sold off almost 200,000 more shares yesterday.
Today in addition to reporting the sales of those additional shares, Southeastern has also filed an official demand for Dell’s stockholder list, as well as some of the company’s other books and records. The firm said it filed that demand on behalf of its client Longleaf Partners Funds, its largest client and a Dell shareholder.
The letter included with Southeaster’s regulatory filing reiterates the firm’s opposition to Dell’s leveraged buyout and its disappointment in the board’s decision to, “implement a transaction that would maximize shareholder value and be more beneficial to all shareholders.”
Southeastern is demanding that Dell Inc. (NASDAQ:DELL)’s board pursue “proposals that are more favorable to shareholders.” The firm said it is requesting shareholder information to enable it to better communicate with fellow shareholders about the buyout process.
The letter maintains that Dell’s board “has placed the interests of management above those of public shareholders” and points out that the members of the Special Committee handling the leveraged buyout have minimal stock ownership. According to Southeastern, this “suggests that their interests may not be fully aligned with those of all shareholders.”
In addition, the letter reminds the SEC that Dell’s board “has long declined” to distribute the company’s cash to shareholders because it was overseas and would result in a repatriation tax if it was brought back into the U.S. However, the company decided to repatriate that cash and use it to finance the leveraged buyout. Southeastern reiterates a note in its Feb. 8 letter saying that Dell’s board should instead have paid all of its shareholders a $12 per share special dividend.
Southeastern also disagrees with Dell Inc. (NASDAQ:DELL)’s refusal to comment on the buyout or to provide the results of the company’s product segments during 2012. It contends that this deprives shareholders of “necessary information about their investment.” It also said that be not providing this information, the company is downplaying the promise of its Enterprise division and emphasizing its declining PC sales as justification for the buyout price.
And finally, the firm also believes that rather than transferring Dell’s risk to the buyout group, it is actually transferring Dell’s business opportunities to the group, thus denying shareholders “the opportunity to reap the rewards” of their investment.
Trading on shares of Dell Inc. (NASDAQ:DELL) is mostly flat.
