Opinion
On Wall Street
Dell’s return to stock market leaves a
bitter taste
Billionaire relists the PC
company he founded at a much higher valuation
Sujeet Indap |
Carl Icahn, right,
said Michael Dell's 2013 buyout froze other shareholders out of
'realising Dell’s great potential' © AP
'
|
Sujeet Indap
[JULY 27, 2018]
Carl Icahn knew what he was talking
about. In September 2013 when he conceded defeat over his plan to
stop Michael Dell’s $25bn buyout of the Texan’s eponymous computer
company,
he said the founder’s bid “freezes
stockholders out of any possibility of realising Dell’s great
potential”.
Five years later, we know what that
potential was. Mr Dell and his sidekicks at the investment firm
Silver Lake Partners took
Dell private in
that deal, which
closed in 2014. The group is now about to relist Dell’s shares, via
a complex transaction, after turning the once moribund PC maker into
a broad-based provider of corporate technology that has an estimated
equity value of about
$70bn.
Based on that valuation, Mr Dell will have turned a $4bn investment
into $32bn. The roughly $2bn Silver Lake invested in Dell since the
buyout will be marked at
$12bn.
The 2013 Dell management buyout became a
touchstone on corporate governance, activist investing and private
equity. Despite anger and allegations, there were no official
findings that Dell’s ordinary shareholders were short-changed by
either the Texas tycoon or the Dell directors who were supposed to
be looking out for them. But the sense that Mr Dell pulled a fast
one on Dell shareholders — as well as those of EMC, a massive
software vendor that Dell took over
in 2016 for
$67bn — has lingered.
Their windfall profits, soon to be crystallised, are just the latest
proof for those who have been sounding the alarm that America is too
lax in scrutinising the actions of chief executives and boards of
directors.
Mr Icahn’s “great potential” comments
aside, it is difficult to overstate how sour sentiment was on Dell
leading up to the buyout. Its shares were trading at just a third of
their five-year high, while spending nearly $15bn on buying software
companies in order to reinvent itself had yet to bear fruit.
When Mr Dell announced that he wanted to
buy the company, of which he then owned 14 per cent, he believed
that a Dell transformation could not happen in the glare of public
markets. He and Silver Lake were willing to shoulder the financial
and execution risk to fix Dell. In exchange they offered other
shareholders a 40 per cent premium to give up their stock.
Suddenly that same public market that
had been sceptical about Dell’s long-term prospects was concocting
scenarios in which Dell could be worth multiples of Mr Dell’s buyout
price. Mr Icahn and another major shareholder proposed a structure
called a
leveraged
recapitalisation that
would have kept Dell public. Mr Dell and Silver Lake, in response to
the firestorm, raised their bid by a small amount. That bump, along
with
bending the
rules in their favour
by allowing arbitrageurs a say in the shareholder vote, was enough
to close the buyout.
Still, the legitimacy of the buyout
would be tested in court. A concept in Delaware corporate law called
appraisal
allows shareholders to ask a
judge to assign “fair value” if they believe a buyout price is
inadequate. A group of dissenters, which included not only
specialist hedge funds but the big institutional group T Rowe Price,
believed that Dell’s fair value was more than double the deal price.
The judge disagreed with that number but
concluded that
the price the
independent Dell directors had negotiated was not nearly enough.
Citing “investor myopia” and a “valuation gap” at the time of Mr
Dell’s bid, the judge’s valuation was a quarter higher than the deal
price.
Late last year, the judgment was overruled by
the Delaware Supreme Court, which concluded that Dell shares traded in
an efficient market and, as such, the deal price itself reflected its
fair value. One of the investors who challenged the Dell buyout price
in the Delaware courts dismissed the idea of an efficient market —
where stock prices perfectly reflect all information about a company —
telling me that the efficient markets hypothesis is “debunked finance
101 from 50 years ago. Not a single professor will tell you that
financial markets are efficient.”
Courts aside, shareholders themselves may
now become more vigilant. “The Dell deals could be a watershed.
Institutions have been wary of ‘cratering’ a deal that a board of
directors is recommending and creating headline risk for themselves,”
said Chris Cernich, founder of Strategic Governance Advisors and a
former managing director at the proxy adviser ISS. “But the enormous
profits for the Dell buyout group show the risk in providing a rubber
stamp.”
Mr Cernich’s thesis is about to be tested.
To relist its shares, Dell has to persuade shareholders of a tracking
stock issued to shareholders of EMC at the time of that acquisition to
agree to a share swap. That tracking stock has traded at a 30-40 per
cent discount to its fair value and its very creation helped make Mr
Dell and Silver Lake billions. Mr Icahn happens to own a position in
the tracker. Sources close to Mr Icahn said he had not made up his
mind on how to vote, but he has another big chance to register his
disapproval.
sujeet.indap@ft.com
Copyright The Financial Times Limited 2018.