Analysis: Dell LBO talks reveal other leverage options

Tue Jan 29, 2013 3:09pm EST
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By Nadia Damouni and Greg Roumeliotis

NEW YORK (Reuters) - A bid to take Dell Inc private by buyout firm Silver Lake and its partners underscores the financing market's willingness to lend up to $15 billion to the world's No.3 PC maker -- money that could be used to buy back shares and pay dividends even if the deal doesn't come together.

The Silver Lake-led bidding group has lined up debt financing from at least four major banks and is negotiating a final price to pay Dell shareholders, people familiar with the matter have said.

Should the buyout talks collapse, Dell could still choose to borrow itself and embark on a large share repurchase, in what investors and analysts refer to as a "Plan B".

"Whatever they are going to do, they could do in a public setting," said a senior executive at a competing private equity firm that is not currently involved in the deal.

"Shareholders could demand that Dell borrows the same money Silver Lake was going to borrow, buy back shares from whomever wants to sell them, and whoever stays involved can go about restructuring the business. That's a possible outcome here," the executive said on condition of anonymity.

This "Plan B" could also be deployed in the event that Dell shareholders reject any buyout deal reached between Silver Lake and Dell, shareholders and analysts said. This could be one viable alternative to a sale, and could increase Dell's negotiating power as it tries to agree on a final price with Silver Lake, they added.

"There are a handful of (companies) where founders tried to take the name private and ended up executing a leveraging strategy as a public company," Barclays analyst Hale Holden wrote in a January report.

In the mid-2000s, the Dolan family, which holds a controlling stake in Cablevision Systems Corp, ditched plans to take the cable operator private and levered up the company instead. The family returned two years later with yet another bid, only to be thwarted by Cablevision's other top shareholders that deemed the family's offer as too low.   Continued...

A company logo of Dell is seen on the cover of its laptop at a Dell outlet in Hong Kong October October 21, 2009. REUTERS/Bobby Yip