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Dell shareholders approve founder’s buyout proposal

By Aaron Ricadela
Bloomberg News

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Dell Inc. Chief Executive Officer Michael Dell won shareholder approval Thursday for a planned $24.9 billion buyout, capping a seven-month standoff with investors and gaining free rein to attempt a turnaround of the struggling personal-computer maker outside the glare of public markets.

The founder’s victory, announced during a meeting at Dell’s headquarters in Round Rock, Texas, ends the jousting between the buyout group and investors led by billionaire Carl Icahn and Southeastern Asset Management Inc.

Disagreements over price pushed the deal to the brink of defeat and resulted in two increases since the proposal was announced in February. The takeover of the third-largest PC maker is the biggest leveraged buyout deal since Blackstone Group LP took Hilton Worldwide Inc. private in 2007.

CEO Dell, who founded the company as a college student in 1984, proposed taking it private to stem years of ebbing sales and profit as consumers shun PCs in favor of computing on smartphones and tablets. Along with partner Silver Lake Management LLC, he plans to boost investments in mobile devices and data-center machines.

Dell’s path mirrors the rise and fall of the PC industry. Along with peers including Compaq Computer and Hewlett-Packard, Dell rode a wave of growth as PCs became mainstream in the late 1980s and 1990s. The company also flourished by pioneering low-cost manufacturing and direct shipping to customers. Yet, like some competitors, it fell out of step with consumers over the last half a dozen years as people lost their appetite for desktops and laptops and gravitated instead to smartphones and tablets.

The buyout needed a majority of the voted shares, excluding the CEO’s own stake of more than 15 percent. The deal won key endorsements in August from Institutional Shareholder Services Inc. and two other influential proxy advisory firms. It also had the backing of a special committee of Dell’s board that evaluated potential transactions on the company’s behalf.

Michael Dell and Silver Lake sweetened their bid in early August, to $13.88 a share, including dividend payouts, from their previous offer of $13.65. In return, they secured a concession from the special board committee on new voting terms that wouldn’t count abstentions as “no” votes. Michael Dell originally had agreed to that standard, yet later said it “does not make sense,” as the high number of shares that hadn’t been voted made it more difficult to secure approval.

Standard & Poor’s downgraded Dell’s corporate credit rating four levels to BB- from BBB on Wednesday, citing concern that the CEO’s buyout would create a more leveraged capital structure and diminished free operating cash flow, hampering the company’s ability to invest in new businesses and technologies.

Dell will spend less than $1.2 billion a year to service the debt from the buyout.


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