Dell

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Dell, Inc.

On September 13, 2013, one of the most iconic technology companies, Dell Computer,
was taken private through a management buyout – a buyout undertaken by current
management. In this case, the founder and CEO of Dell, Michael Dell, was working with
the private equity firm Silver Lake, to purchase Dell.

Since the February, 2013 announcement of the transaction, shareholders had been
fighting the buyout. Accusations were levied against Michael Dell for his role in the
process, and ultimately, the case went to court for resolution.  We’re going to walk
through the conditions that led to the management buyout, the bidding process, and the
subsequent court case that attempted to determine an accurate valuation for Dell. 

As you can see from this stock price chart, Dell had been struggling since early 2012.
Michael Dell felt that taking the company private would give him the freedom to enact
cost-saving measures, away from the impatient and unconvinced capital markets.  On
August 14, 2012, Mr. Dell decided to pursue taking Dell private and met with the Dell
Board of Directors to discuss this possibility and create a committee to discuss any
proposals.

To consider the buyout, Dell’s Board needed two things: they needed a sense of the
value of the cost-saving measures Mr. Dell was proposing, and they needed to know
how private equity firms would value the company, to set prices at which they would
consider bids.

Dell management had identified $3.3 billion in potential cost savings.  At the request of
the Dell Board, on January 3, 2013, the Boston Consulting Group (BCG) created three
scenarios around those potential cost savings:
 A Base Case, where none of the savings were realized
 The BCG 25% Case, where 25% of the savings were realized
 The BCG 75% Case, where 75% of the savings were realized

BCG believed that the BCG 25% Case was attainable but doubted that the 75% was
very likely, as it would require Dell to achieve margins higher than they or any of their
competitors had ever achieved.

That provided the Dell Board with a sense of the cash flows. Next, they needed an idea
of how private equity firms would value and bid on Dell.

The assumption was that Dell would be held private for 4.5 years before a public offering
was held to return the shares to the public.  Using the scenarios to determine the
amount of cost savings, along with other forecasted assumptions, a future price of the
stock in 4.5-years’ time was determined: $32.49, $35.24, and $40.65, depending on the
cost saving scenario.

With these scenarios and future prices in hand, J.P. Morgan, on behalf of the Dell Board
of Directors, attempted to work out a price that an acquirer would pay for the company.
For private equity, it is not unusual to “work backwards” – determine the future price you
expect to sell the company for, determine the rate of return you would like to earn, then
discount the price back at that rate of return to determine the price you would pay today.
The following chart summarizes the stock prices an acquirer would pay to achieve a
20%, 25%, or 30% IRR, assuming the three scenarios and future stock prices:

  BCG Base Case BCG 25% Case BCG 75% Case


20% IRR $13.23 $14.52 $17.08
25% IRR $12.67 $13.75 $15.88
30% IRR $12.23 $13.13 $14.92

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