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Barbarians at the Gate (DELL) - GOOG, FB, AMZN, YHOO

Thursday, 07 March 2013 02:30 PM

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Northern,WI - One of the first books that caught my attention in the 1990′s was Barbarians at the Gate: The Rise and Fall of RJR which was a compelling story about a 1990 book about the leveraged buyout (LBO) of RJR Nabisco.   So far in 2013  Michael Dell is the New Age F. Ross Johnson as his computer company is under siege and eventually will be taken private as the computer maker is in talks with PE firms about a potential $20 billion-plus buyout.

 

 

A report from The Wall Street Journal that TPG and Silver Lake Partners could team up on a deal to bring Dell private. JPMorgan Chase & Co (JPM) is said to be involved in the discussions as well and play the role of the new Barbarians.  The interesting thing is what in the hell are they going to do with this company?

The special committee negotiating Dell’s buyout confirmed this morning that the billionaire has taken a “sizeable” position in the PC maker and has his own ideas about how to deliver cash to shareholders.

Icahn sent the committee a letter that includes those ideas and ratchets up the rhetoric in this month-long fight. He feels the buyout price is low and his idea is better, so the board should toss out the Michael Dell buyout. If they don’t do that, he demands the board in essence put his proposal to a vote of shareholders by allowing them to vote on who makes up the board. And he threatens “years of litigation” for the special committee if it fails to heed his words.

“We believe, as apparently does Michael Dell and his partner Silver Lake, that the future of Dell is bright,” Icahn’s letter said. “We see no reason that the future value of Dell should not accrue to ALL the existing Dell shareholders – not just Michael Dell.”

The story was  later made into a made-for-TV movie by HBO, also called Barbarians at the Gate. The book centers on F. Ross Johnson, the CEO of RJR Nabisco, who planned to buy out the rest of the Nabisco shareholders.

The opposition to Johnson’s bid for the company is one of the pioneers of the leveraged buyout, Henry Kravis and his cousin George R. Roberts. Kravis was the first person Johnson talked to about doing the LBO, and feels betrayed after learning that Johnson wants to do the deal with another firm, American Express‘s former Shearson Lehman Hutton division. Ted Forstmann and his Forstmann Little buyout firm also played a prominent role.

After Kravis and Johnson are unable to reconcile their differences, a bidding war takes place which Johnson will eventually lose. The unfortunate side effect of the augmented buyout price to the shareholders is the creation of a worrying level of debt for the company.

Funny how history repeats itself, but make no mistake Michael Dell will walk away a rich man.  Dell CEO and Founder Michael Dell owns 244 million shares in the company, according to Thomson Reuters data. He ranked No. 22 on the Forbes 400 list of richest Americans with a fortune of $14.6 billion last year.

 

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