Dell Inc. neared an agreement on Monday to sell itself to a group led by its founder and the investment firm Silver Lake for more than $23 billion, people briefed on the matter said, in what would be the biggest buyout since the financial crisis.
If completed, a takeover would be the most radical attempt yet by Michael S. Dell to revive the company that bears his name. Such is the size of the potential deal that Mr.
Dell has called upon Microsoft, one of his most important business partners, to shore up the proposal with additional financial muscle. The question will now turn to whether taking the personal computer maker private will accomplish what years of previous turnaround efforts have not.
The final details were being hammered out on Monday evening, and a deal could be announced as soon as Tuesday. Still, last-minute snags could cause the negotiations to collapse, the people briefed on the matter cautioned.
The consortium is expected to pay between $13.50 and $13.75 a share, these people said. Mr. Dell is expected to contribute his nearly 16 percent stake to the deal, worth about $3.8 billion under the current set of terms. He is also expected to contribute hundreds of millions of dollars in fresh capital from his own fortune.
Silver Lake would likely contribute roughly $1 billion, these people added. Microsoft is expected to put in about $2 billion, though that would likely come in the form of preferred shares or debt.
Dell is also expected to bring home some of the cash that is currently held in offshore accounts to help with the financing.
A spokesman for Dell declined to comment.
For decades, Dell benefited from its status as a pioneer in the market for personal computers. Founded in 1984 in a dormitory room at the University of Texas, the company grew into one of the biggest computer makers in the world, built on the simple premise that customers would flock to customize their machines.
By the late 1990s, its fast-rising stock created a company worth $100 billion and minted a class of “Dellionaires” whose holdings made for big fortunes, at least on paper. Mr. Dell himself amassed a fortune worth an estimated $16 billion and formed a quietly powerful investment firm to manage those riches.
But since then, growing competition has sapped Dell’s strength. Rivals like Lenovo and Samsung have made the PC-making business less profitable. Last month, the market research firm Gartner reported that Dell sold 37.6 million PCs worldwide in 2012, a 12.3 percent drop from the previous year’s shipments. Perhaps more significant is the emergence of the smartphone and the tablet, two classes of devices that have eaten away at sales of traditional computers.
Mr. Dell has sought to move the company into the more lucrative and stable business of providing corporations with software services, spending billions of dollars on acquisitions to lead that transformation. The aim is to refashion Dell into something more like I.B.M. or Oracle. Even so, manufacturing PCs still makes up half of the company’s business.
The company’s stock had fallen in 59 percent in the 10 years ended Jan. 13, the last business day before word of the buyout talks emerged. That has actually made Dell more tempting as a takeover target for its founder and Silver Lake, which see it as undervalued.
A Dell deal would be a watershed moment for the leveraged buyout industry: It would be the largest takeover since the Blackstone Group paid $25 billion for Hilton Hotels in the summer of 2007. No leveraged buyout since the financial crisis has surpassed the $7.2 billion that Kohlberg Kravis Roberts and others paid for the Samson Investment company, an oil and gas driller, in the fall of 2011.
Private equity executives have hungered for the chance to strike a deal worth more than $10 billion, an accomplishment believed difficult because of the sheer size of financing required. Dell will take on more than $15 billion in debt, an enormous amount arranged by no fewer than four banks.
Leading the charge for Dell is Silver Lake, known as one of the biggest investors in technology companies.
But the debt markets have been soaring over the past two years, as the cost of junk bonds has stayed low. Persistent low interest rates has prompted debt buyers to seek investments that carry higher yields
Dell was unusually well-placed to make a deal with private equity. The company carries $4.9 billion in long-term debt, which some analysts have regarded as a manageable amount. And its management has signaled a willingness to bring back at least some of the company’s cash horde that is held overseas, despite potentially ringing up a hefty tax bill.
And then there is the matter of Mr. Dell’s stake. Advisers to Dell have taken pains to structure the transaction to avoid the potential conflicts of interest involved in a chief executive taking his company private, the people briefed on the matter said.
A special committee of Dell’s board has hired an independent investment bank, Evercore Partners, as an adviser who will seek out alternative takeover bids.
It is unclear whether the company’s biggest investors will accept a deal at the levels that the buyer consortium is advocating. Shares of Dell fell 2.6 percent, to $13.27, on Monday after reports of the proposed price range emerged.
Still, an analyst with Sanford C. Bernstein, A. M. Sacconaghi, wrote in a research note last month that he believed Mr. Dell was likely to succeed in at least taking the company private.
“Net net, we believe that if a deal goes to a shareholder vote it will likely be approved,” he wrote — cautioning that victory is dependent on activist investors not clamoring for a significantly higher price.
But going private may not solve all of the company’s problems. Mr. Sacconaghi said that a leveraged buyout makes sense so long as Dell is able to stanch bleeding in its PC business and bring back some of its overseas cash over time.
The bigger question is whether Mr. Dell will undertake more drastic changes at the company once it is away from the glare of the public markets. Analysts at Barclays wrote last month that shedding unattractive businesses, like its consumer PC arm, would make a take-private more attractive.
Absent big moves, the strain of the additional debt could starve Dell of the cash it needs to tackle additional acquisitions to complete its transformation into an enterprise software company.
Biggest Private Equity-Backed Leveraged Buyouts
| DEAL, IN BILLIONS | TARGET | BUYER | ANNOUNCED |
|---|---|---|---|
| Source: Thomson Reuters *At time of deal, including assumption of debt, not adjusted for inflation. | |||
| $44.3 | TXU | Morgan Stanley, Citigroup, Lehman Brothers Holdings, Kohlberg Kravis Roberts, Texas Pacific Group and Goldman Sachs | February 2007 |
| 37.7 | Equity Office Properties Trust | Blackstone Group | November 2006 |
| 32.1 | HCA | Bain Capital, Kohlberg Kravis Roberts and Merrill Lynch Global Private | July 2006 |
| 30.2 | RJR Nabisco | Kohlberg Kravis Roberts | October 1988 |
| 30.1 | BAA | Grupo Ferrovial SA, Caisse de Depot et Placement and GIC Special Invest | March 2006 |
| 27.6 | Harrah’s Entertainment | Texas Pacific Group and Apollo Management | October 2006 |
| 27.4 | Kinder Morgan | GS Capital Partners, The Carlyle Group and Riverstone Holdings | May 2006 |
| 27.2 | Alltel | TPG Capital and GS Capital Partners | May 2007 |
| 27.0 | First Data | Kohlberg Kravis Roberts | April 2007 |
| 26.7 | Hilton Hotels | Blackstone Group | July 2007 |
DealBook: Dell Nears a Buyout Deal of More Than $23 Billion
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DealBook: Dell Nears a Buyout Deal of More Than $23 Billion
