- Associated Press
Here are the details that we haven’t all learned, or remained in unsettled, from weeks of stories about the biggest leveraged buyout since 2007.
Price – $13.65 a share for a deal value $24.4 billion. A 25% premium over where the shares traded the day before word first broke. Shares were halted at the opening bell after closing at $13.27 on Monday.
Go-shop period – The board, which formed a special committee and reviewed other strategic alternatives, will have a 45-day go-shop period where it can solicit and receive other bids.
Termination fees – The buyout group would get a termination fee of only $180 million if Dell strikes a deal with competing bidder during the go-shop period. That would be less than 1% of the deal’s value, a slim fee. For a bid outside of the go-shop fee, the buyout group would get a $450 million fee.
Dell board quote, from Alex Mandl, head of special committee –“The Special Committee and its advisers conducted a disciplined and independent process intended to ensure the best outcome for shareholders. Importantly, the go-shop process provides a real opportunity to determine if there are alternatives superior to the present offer from Mr. Dell and Silver Lake.”
Michael Dell’s quote – ”Dell has made solid progress executing this strategy over the past four years, but we recognize that it will still take more time, investment and patience, and I believe our efforts will be better supported by partnering with Silver Lake in our shared vision. I am committed to this journey and I have put a substantial amount of my own capital at risk together with Silver Lake, a world-class investor with an outstanding reputation. We are committed to delivering an unmatched customer experience and excited to pursue the path ahead.”
Silver Lake quote: “Michael Dell is a true visionary and one of the preeminent leaders of the global technology industry,” said Egon Durban, a Silver Lake Managing Partner. “Silver Lake is looking forward to partnering with him, the talented management team at Dell and the investor group to innovate, invest in long-term growth initiatives and accelerate the company’s transformation strategy to become an integrated and diversified global IT solutions provider.”
Advisers:
Dell special committee: J.P. Morgan and Evercore Partners are acting as financial advisers and Debevoise & Plimpton LLP is acting as legal adviser to the special committee of Dell’s Board of Directors.
Dell: Goldman, Sachs & Co. is acting as financial adviser and Hogan Lovells US LLP is acting as legal adviser to Dell.
Michael Dell: Wachtell, Lipton, Rosen & Katz is acting as legal adviser to Mr. Dell.
Silver Lake: BofA Merrill Lynch, Barclays, Credit Suisse and RBC Capital Markets (in alphabetical order) are acting as financial advisers to Silver Lake, and Simpson Thacher & Bartlett LLP is acting as legal adviser to Silver Lake.
Microsoft: Lazard
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