Dell
Dell Going-Private and Return to the Public Markets
Estimated impact: Returned to the public markets in 2018 after five years private; the structure combined roughly $2.15 billion of equity commitments and a large founder rollover with at least approximately $7.4 billion of company cash and up to approximately $15.75 billion of debt and subordinated notes, so the transformation ran alongside a substantial fixed-charge load rather than in place of one
Michael Dell and Silver Lake took Dell Inc. private in 2013 at $13.75 per share in cash, plus a $0.13 per share special dividend, after a contested process that drew a competing proposal and a public campaign against the price. The proxy puts the total funds at approximately $28 billion: roughly $2.15 billion of equity commitments, the founder rolling his own holding, at least approximately $7.4 billion of the company’s own cash at closing, and up to approximately $13.75 billion of debt financings plus up to $2 billion of subordinated notes. The company therefore took on substantial acquisition debt AND brought a large cash and rollover component to the same closing. Dell ran a five-year transformation out of the public eye and returned to the public markets in 2018.
Decision context
Whether to take a hardware business through a multi-year transformation toward enterprise infrastructure and software away from quarterly scrutiny, and how much of the purchase price the operating company should be asked to carry as new fixed charges rather than as founder-rolled equity and cash already on the balance sheet.
Decision anatomy
Red = risk factor present · Green = protective factor present
Biases present in the decision
★ Primary driver · Severity estimated from bias type and decision outcome
Reference class base rates
Across all 143 curated case studies in our library:
Lessons learned
- Who funds the purchase matters as much as what is paid for it — but read the whole funding list before concluding anything from it. The share met by rollover and existing cash does not become a fixed charge; the share met by debt does, and quoting only the first half of a proxy’s own bullet list is how a levered deal comes to be described as an unlevered one.
- The contested process is the reason the price was tested; a buyout that meets real opposition on valuation has had its anchor challenged in public.
- This is a survivor of a shape that also kills, and its survivorship risk is high — the founder-operator structure is not available to most sponsor buyouts, so the lesson is the structure, not the outcome.
Source: Dell Inc. Form 8-K (filed 2013-10-29, accession 0001193125-13-416110) for the consummated $13.75 per-share merger consideration and the $0.13 per share special dividend — the 2013-05-31 DEFM14A price of $13.65 was superseded by Amendment No. 1 of 2013-08-02 and is not the price at which the company was taken private; Dell Inc. DEFM14A (accession 0001193125-13-242115) “Financing for the Merger” for the ~$28 billion of total funds and its full six-bullet composition; Dell Technologies Inc. filings on the 2018 return to the public markets (SEC Filing)
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Workflows that fire on decisions like Dell’s
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