THE WALL STREET JOURNAL.

By SHIRA OVIDE

Dell Inc. directors and their advisers plan to tell stockholders a proposed alternative to the PC maker's controversial buyout deal isn't financially feasible without nearly $4 billion more in financing.

Dell's board and its advisers prepared a 37-slide presentation, filed Wednesday with the Securities and Exchange Commission, as they prepare to convince shareholders to approve the $24.4 billion effort to take Dell private. Part of their shareholder campaign will be to swat down an alternative transaction proposed last month by Dell stockholders Southeastern Asset Management and Carl Icahn.

Mr. Icahn and Southeastern were unavailable Wednesday for immediate comment on the committee's comments.

The duo has said Dell shareholders should vote against the buyout led by Silver Lake Partners and Dell Chief Executive Michael Dell, and instead back a so-called leveraged recapitalization that would leave some stock in the hands of public shareholders. Mr. Icahn and Southeastern also propose using Dell's own cash and receivables, plus about $5.2 billion in new debt, to pay stockholders a $12-a-share dividend in cash or Dell stock.

But the investor presentation says the Icahn-Southeastern proposal doesn't take into account about $1.4 billion in debt Dell must repay by next April, nor the $450 million termination fee Mr. Icahn and Southeastern must pay to bust up the Silver Lake-Mr. Dell deal. The presentation also says the dissident shareholders' proposal lowballs how much cash—about $1.5 billion—Dell needs at minimum to operate its business.

To close the gap, the presentation estimates Mr. Icahn and Southeastern need roughly $3.9 billion more financing than they have proposed, or they must cut the proposed stockholder dividend to about $8.50 a share, from $12 a share.

Dell's special committee so far has been skeptical about the duo's proposal, but the investor slides are the clearest indication yet of how directors will convince Dell shareholders not to be swayed by Mr. Icahn and Southeastern. The special committee of Dell's board, and their J.P. Morgan bankers, have to both make the Icahn-Southeastern alternative look unappealing, and prove the merits of the buyout to some skeptical stockholders who believe the deal shortchanges them.

To bolster the deal, Dell's board continues to present a stark picture of Dell's rough road as it tries to shift from a company reliant on sales of personal computers to a broader seller of software and technology services to corporations. The Dell directors need to convince stockholders they're better taking an assured $13.65 for each share, rather than take a chance on holding on to Dell stock and hoping the company can pull off a turnaround.

Dell shares added a penny to $13.43 in early trading Wednesday.

The presentation said Dell's corporate-technology offerings—the central flank of Dell's growth strategy—so far are generating paltry profit margins, and face major competition in areas such as corporate-computing servers and new technologies reliant on online-accessed computing power known as cloud computing.

The scary picture of Dell's prospects contrasts with the optimistic outlook coming from Dell executives this week at a Silicon Valley conference for the company's corporate-technology customers.

—Drew FitzGerald contributed to this article.

Write to Shira Ovide at shira.ovide@wsj.com