Icahn on Friday unveiled a joint proposal with Southeastern Management, Dell’s largest outside shareholder, that would give Dell shareholders the option to continue holding shares in the company, and take an additional $12 a share in cash or stock. The offer came as an alternative to a $24.4 billion leveraged buyout proposed by Dell founder and CEO Michael Dell and the private equity fund Silver Lake Partners.

The board’s special committee asked Icahn and Southeastern to spell out specifics of its plans for Dell, and questioned whether or not the proposal was a serious one.

“It is not clear to us whether you intend to formulate your transaction as an actual acquisition proposal that the Board could evaluate and potentially endorse or accept or rather to propose it as an alternative that the Board could consider in the event the pending sale to Silver Lake and Michael Dell is not approved,” the committee said in its letter, which you can read in full below.

In the letter, Dell’s committee also asked Icahn and Southeastern to spell out financing terms — the plan calls for taking on a lot of debt — and how it would provide cash to keep the company running after using up much of Dell’s pile of cash to pay shareholders.

Icahn owns a stake in Dell that amounts to about 4.5 percent of shares outstanding, and Southeastern owns about 8 percent. They’ve both been pretty critical of the Dell-Silver Lake proposal. In televised comments on CNBC Friday, Icahn said that Dell’s existing shareholders will “literally get screwed” by the deal, which values Dell at $13.65 a share. Southeastern has previously described the Dell-Silver Lake buyout plan as “inadequate.”

The other shoe expected to drop today on the Dell front will also come from the Icahn camp. Icahn said he plans to nominate a new slate of Dell directors, and that the list would be made public today. It will be interesting to see whose names are on it.

Dell shares were indicating they would open lower this morning in premarket trading. As of 8:23 am ET, Dell was trading down four cents from Friday’s close, to $13.41.

Anyway, here’s the latest letter:

May 13, 2013
Mr. Carl C. Icahn
Icahn Enterprises L.P.
767 Fifth Avenue, 47th Floor
New York, NY 10153

Mr. G. Staley Cates
Southeastern Asset Management Inc.
6410 Poplar Avenue, Suite 900
Memphis, TN 38119
Icahn/Southeastern Proposal

Dear Mr. Icahn and Mr. Cates:

We have received your letter dated May 9, 2013, addressed to the Board of Directors of Dell Inc. (“Dell” or the “Company”), in which you outline a potential transaction in which the Company’s stockholders would be entitled to elect to receive either $12.00 per share in cash or $12.00 in additional shares (based on a value your letter assumes to be $1.65 per share) for each share currently held, in addition to retaining their current shares.

It is not clear to us whether you intend to formulate your transaction as an actual acquisition proposal that the Board could evaluate and potentially endorse or accept or rather to propose it as an alternative that the Board could consider in the event the pending sale to Silver Lake and Michael Dell is not approved. In order for the Special Committee of the Board of Directors of Dell to evaluate the transaction you have proposed and potentially negotiate terms which could cause it to constitute a Superior Proposal within the meaning of the pending Merger Agreement, we would need certain clarifications and additional materials, as set forth below.

Please provide a draft of the definitive agreement pursuant to which the transaction would be effected. The Special Committee needs to understand the full terms and structure of the transaction, the extent to which it would be conditioned upon future events and actions, and the remedies that would be available to the Company and its stockholders if the transaction is not consummated.

Please provide comprehensive information regarding the proposed financing for the transaction. We need to understand the terms of the debt financing, and contingencies available if cash on hand or stockholder rollovers are less than anticipated. We would also need to see drafts of forms of commitment papers (and any proposed bridge facility) so that we can assess the certainty of closing.

Please indicate the counterparty and terms of the proposed receivables sale or financing and provide a draft of form of commitment letter or purchase agreement applicable to this proposed sale or financing.

Please describe any contemplated arrangements to provide working capital or other liquidity following the closing. Your proposal does not appear to take into account the additional borrowings that would seem to be required to address the liquidity needs that would result from the extent to which you would use the Company’s cash in the transaction and the fact that you would sell accounts receivable, which would have the effect of reducing future cash flows. In addition to working capital, the Company is likely to have other significant cash needs, such as approximately $1.7 billion of debt maturities within approximately 12 months after closing.

Your proposal assumes that holders of at least 20 percent of Dell’s shares will elect to receive distributions in the form of additional Dell shares. Please provide the forms of commitment letters pursuant to which your affiliated entities would commit to elect to receive additional shares. In addition, please indicate whether you would obtain similar commitments from holders representing an additional 8 percent of Dell’s shares (we note, based on your Schedule 13D filings, that your affiliated entities have investment discretion over approximately 12 percent of Dell’s outstanding shares). If you would not obtain such commitments, please indicate as noted above, the source of the additional cash needed to fund cash distributions in respect of these shares.

Please provide your analysis as to whether the receipt of additional shares by stockholders electing to receive share distributions will be taxable to those stockholders.

Please identify the persons you would expect to form the senior management team of Dell following the transaction, and what role these persons would play in arranging the financing for the proposed transaction. Also, please provide us with a description of the strategy and operating plan you would expect this management team to implement. This information is important both to our assessment of the value of the proposed equity stub and to an evaluation of the financing and completion risk for a highly leveraged transaction of the kind you propose.

Please provide the form of any shareholder agreement, or any pertinent term sheet, governing the relationship between the Icahn and Southeastern affiliated entities so the Special Committee can better understand how decisions relating to the transaction and the Company would be made following the signing of a definitive agreement and following closing of the transaction.

If you have questions about the requested information, please contact Roger Altman, Will Hiltz or Naveen Nataraj at Evercore Partners.

Very truly yours,

The Special Committee
of the Board of Directors
of Dell Inc.

Taking to CNBC’s airwaves in another one of his candid phoned-in afternoon rants (the last was an epic 28-minute on-air slugfest with hedge fund investor Bill Ackman in January) with host Scott Wapner during the closing half hour or so of the network’s “Fast Money Halftime Report” show, Icahn revealed that on Monday he will nominate a slate of 12 new directors and, if successful, he’ll see to it that Michael Dell doesn’t remain CEO. “He will not be running the company,” Icahn said.

“It’s not that I have anything against [Michael] Dell. I’m sure he’s a very nice guy,” Icahn said. “But it’s a new world out there.”

Icahn has had a busy day on the Dell front. First he reported in a filing with the U.S. Securities and Exchange Commission that his stake in Dell amounts to 4.52 percent. He also joined Southeastern Asset Management, Dell’s largest outside shareholder, in making a joint bid for the company. (The Wall Street Journal’s Moneybeat has the full text of the joint Icahn-Southeastern letter to Dell’s board here.)

The special committee of Dell’s board has in the last several minutes issued a statement saying it is “carefully reviewing” the Icahn-Southeastern offer.

“Mr. Icahn and Southeastern have outlined a potential leveraged recapitalization transaction that they want the Dell Board either to recommend at this time or to consider if the existing going-private transaction is rejected by Dell shareholders. They have also proposed replacing the Board with a slate of new directors who they say would approve such a transaction. Consistent with the Special Committee’s goal of achieving the best possible outcome for all shareholders, we and our advisors are carefully reviewing the potential transaction to assess the potential risks and rewards to the public shareholders.”

In his televised jeremiad, Icahn blasted Dell’s board and said that Dell shareholders will “literally get screwed” by the $24.4 billion Michael Dell/Silver Lake offer to take the company private in a leveraged buyout. His offer, he said, would leave existing shareholders with a publicly traded stub that would allow them to make more money than the $13.65 per share Dell and Silver Lake have offered.

Below, two video highlights. The second one focuses more on Wapner’s fascination with Icahn’s opinion of the legendary Wall Street short-seller Jim Chanos, who has previously publicly stated that he has been shorting Dell shares. “I’ve made a lot of money going against Chanos,” Icahn said.

Of course it goes without saying that all the attention on Dell caused the shares to trade upward during the half hour or so that Icahn was on CNBC. Ahead of 1 pm ET, Dell shares were trading as high as $13.51, or up more than 1 percent. After Icahn hung up (and apparently called BloombergTV to make a similar on-air speech), its price settled back down. Here’s a screen grab I took of Dell’s share price via Yahoo Finance.

That was the conclusion Blackstone Group LP reached about Dell Inc. after it set a small army off to decide whether the private-equity firm should bid for the computer maker.

Blackstone on Thursday told a special Dell board committee negotiating a sale of the company that, after weeks of review, it wouldn’t be moving ahead with a bid. It cited an “unprecedented” decline in PC sales and Dell’s “rapidly eroding financial profile.”

Read the rest of this post on the original site »

One question unanswered: How much do investors think Foursquare is worth? We don’t know, exactly, because this round is all debt: Silver Lake is giving the company a multiyear loan, and the other investors — Andreessen Horowitz, Union Square Ventures, O’Reilly AlphaTech Ventures and Spark Capital — are all buying convertible debt.

Why does that matter? Because “by taking on debt, rather than giving investors equity stakes, Foursquare delays a public debate about its true worth,” said Bloomberg Businessweek, which has the details on this one.

Here’s even more detail from investor Fred Wilson, whose Union Square has been a longtime Foursquare backer, on the logic behind the debt round:

Valuation is somewhat immaterial to us as our stake in the company is not going to increase much in this round of financing. But valuation is very material to the Foursquare management team because $41mm of capital is going to be dilutive at any valuation that would make sense here.

So the optimal structure is convertible debt. That means this round is not dilutive to the Foursquare management at this time. But it will be dilutive when the debt converts into equity, most likely at the next equity issuance. For the investors, we get the comfort of knowing that eventually our investment will become equity and we will not have to price it. Someone else will.

My educated guess, though, is that Silver Lake, et al, still believe that Foursquare is worth something close to the $600 million the company was pegged at in 2011. Yelp, the company’s obvious public comp, has a market cap of $1.6 billion.

Whatever the valuation is, it’s not going to be based on a multiple of revenue: The company brought in just $2 million last year, Businessweek said. Not unrelated: Yesterday, the company rolled out a redesign that is supposed to emphasize local search, a market that digital guys have been trying to monetize, without much success, for a very long time.

Gopal’s new title at Silver Lake will be operating partner, and he’ll be based in New York. He will be part of Silver Lake’s Value Creation team, which means he’ll work across the portfolio of Silver Lake investments looking for ways to improve their operations.

The move occurs not long after a management shakeup in HP’s software business. The company named IBM veteran George Kadifa as its executive VP. Coincidentally, Kadifa came to HP from Silver Lake, where he had the identical job.

HP spokesman Michael Thacker confirmed the departure and sent this statement: “Ajei Gopal has decided to leave HP to pursue a new venture that will enable him to be closer to his family in New York City. While the company conducts an extensive internal and external search for a new leader for the IT Management group, George Kadifa, executive vice president, HP Software, will step in as the acting leader.”

Gopal (pictured) joined HP in 2011 from CA Technologies, where he had been executive vice president of the Technology and Development Group and oversaw the office of the CTO. Before that he was CTO at Symantec. And before that he spent nine years at IBM.

“In his new role, Ajei will contribute his unique insights in the areas of software and information technology to help drive a range of strategic and operational initiatives at our portfolio companies, and assist in evaluating potential future investments for the firm,” Charles Giancarlo, Silver Lake’s managing director and head of value creation, said in a statement.

Gopal sits on the board of directors and serves on the audit and strategy committees for ANSYS Inc. He was also a member of the Cloud Computing Steering Committee at the World Economic Forum between 2009 and 2011. He has 23 U.S. patents to his name and has a bachelor’s degree from the Indian Institute of Technology in Bombay and a doctorate in computer science from Cornell University.

Writing in a research note issued to clients today, Milunovich reduced his forecast on Dell’s per-share earnings by 40 cents to $1.30, but left his “neutral” rating on the stock intact. “The proxy shows a financial plan for F2014 with lower profit than we and the Street currently model due to PC pricing pressure and required investments,” he wrote. “We … project a down year in F15 based on continued growth in. We underestimated the investments needed to become an enterprise player.”

Prior to announcing its $24.4 billion buyout plan in which Michael Dell and private equity firm Silver Lake Partners, with $2 billion in loans from Microsoft, are seeking to buy out Dell shareholders at a price of $13.65, the company’s plan had been to diversify its business away from personal computers and embrace enterprise IT, including servers, storage, services and software. Acquisitions, among them Quest Software, Compellent, Wyse Technologies and others, haven’t injected the sort of growth initially expected, Milunovich writes.

“Based on Mr. Dell’s plans, profit could be down in fiscal year 2015 even on higher revenue if the company prices aggressively in PCs and continues to invest in enterprise computing at the rate he appears to propose,” Milunovich writes. “Whether Dell would be as aggressive a spender if it stays public remains to be seen.”

Earlier this week, Dell revealed in agonizing detail the arduous months-long process leading up to last month’s $24.4 billion offer by CEO Michael Dell and the private equity firm Silver Lake Partner to take the company private.

Friday’s long-awaited proxy filing by the once mighty Texas computing giant leaves no miniscule step in the process undocumented, starting with the earliest suggestions of such a transaction last June by someone at Southeastern Asset Management, Dell’s largest institutional shareholder, all the way to the preliminary offers made earlier this month by the private equity firm Blackstone and the well-known activist investor Carl Icahn.

The special committee of Dell’s board of directors, charged with overseeing the buyout process as well as the go-shop period that ended a week ago, has said that the interest drawn from Blackstone and from Icahn may turn out to be superior.

But also buried within the 274-page filing are lots of clues that the bidding process has less to do with any concrete plans to turn around a deeply troubled tech company and more to do with making a few private equity firms look powerful and, of course, make money in the process.

And, more to the point, not much yet has to do with what it will take to fix Dell and transform it to face the challenges of the new era of computing. In its document, the company outlined its troubles in detail via a variety of voices — including Dell’s CFO — essentially describing a troubled company in a declining market.

Instead, it’s now solely about the art of the deal. That’s no surprise.

If consummated, a Dell buyout would be a huge private equity transaction, the biggest since 2007, and more than three times the size of the largest buyout deal of 2012.

Also no surprise: As the second largest private equity player according to research firm Private Equity International, Blackstone certainly has to appear to be making a move on Dell.

But here’s the hint that its offer — which is as yet only preliminary and nowhere near final — is being made in part for the sake of appearances. Blackstone requested — and Dell’s special committee granted — that its transaction-related expenses be reimbursed, up to a limit of $25 million.

In other words, Blackstone can make a bid for free and its managers will be able to argue to its limited partners that it took a plausible shot at Dell, even if it misses.

Here’s the relevant section from page 45 of the proxy:

In connection with its submission of the Blackstone Proposal, the Blackstone consortium informed the Special Committee that it was not willing to proceed with its evaluation of the transaction contemplated by the Blackstone Proposal unless, prior to 5:00 p.m. Eastern Time on March 28, 2013, it received an agreement from the Company to reimburse the Blackstone consortium’s out-of-pocket expenses in connection with its evaluation of a possible transaction with the Company and an acknowledgment from the Parent Parties, the SLP Investors and Mr. Dell that such an agreement would not violate the merger agreement.

And later on page 46:

On the morning of March 25, 2013, the Company and Blackstone entered into an amendment to Blackstone’s confidentiality agreement providing that the Company will reimburse the transaction-related expenses of Blackstone and its affiliates up to a cap of $25 million.

This kind of thing can be common — it’s worth noting here, too, that the same $25 million cap applies to the Michael Dell/Silver Lake partnership. That said, there’s no mention made of a similar reimbursement agreement with Carl Icahn.

In any case, the Blackstone bid is definitely making for good theater — Wall Street-starring bidding wars always do.

That has included, for example, the whispered-to-media news that Blackstone was considering offering the CEO job to Oracle president and former Hewlett-Packard CEO Mark Hurd, even though the high-profile exec was actually never interested.

Other names will surely surface as the game of thrones continues. But, in reality, much of the action will have to center on Michael Dell, who owns about 16 percent of the company that bears his name, making his cooperation with any bidder pretty much required. And, for now, he appears to want to stay on as CEO.

That’s perhaps why Blackstone backed off alternate leadership suggestions, and Dell, showing that he can keep an open mind, has since met with Blackstone several times this month.

Hanging as a backdrop to all this is a closely watched antitrust lawsuit in a federal court in Boston against several private equity firms including Blackstone and Silver Lake. The plaintiffs are a group of shareholders in publicly traded companies that were bought out by several private equity firms between 2003 and 2007. They argue that they lost money because the buyout firms conspired with each other not to bid against one another and thus inflate prices. As evidence, they cite email messages between executives of the firms that give the appearance of an understanding between them. Earlier this month, a judge narrowed the case’s scope but allowed the lawsuit to proceed. (See a PDF of the original complaint here.)

As Reuters columnist Jeffery Goldfarb argued earlier this week, the appearance of Blackstone’s bid improves what Wall Street players often refer to as the “optics” of the deal. He even went so far as to call it “a Potemkin fight,” and one that Silver Lake might welcome. Headlines about a high profile “bidding war” between two of the defendants in the case won’t hurt their assertion that they weren’t cooperating on deals years ago.

Another player in the drama: Investment bank Evercore Group. Tapped by Dell’s special committee to run the go-shop process and scour the world seeking a potentially “superior offer,” page 52 of the proxy shows that it stands to be paid as much as $30 million in fees for its work, “… the substantial majority of which is contingent upon the Company’s [Dell] entering into a definitive agreement for a ‘superior proposal.’”

That’s a sizable payday, and page 42 of the proxy outlines just how eager Evercore has been to earn it:

“During the go-shop period, Evercore contacted a total of 67 parties, including 19 strategic parties, 18 financial sponsors and 30 other parties, including sovereign wealth funds, to solicit interest in pursuing a possible transaction. Evercore also received unsolicited inquiries regarding a possible transaction from four additional parties, including two strategic parties and two financial sponsors. Of the 71 total parties with which Evercore communicated, the 11 parties discussed below expressed interest in evaluating a possible transaction.”

Obviously, there are many more steps to play out in the process before Dell shareholders vote on the matter this summer. Shareholders may in time be rewarded for their patience in holding on to Dell stock, and will be paid a premium for shares that were worth a lot less a year ago.

But make no mistake: There’s a lot of money being made on the deal process itself.

The private-equity firm is competing against an offer from Mr. Dell and private-equity firm Silver Lake Partners to take the company private. Hedge-fund investor Carl Icahn also made a proposal for Dell late last week, and a special committee of Dell shareholders is reviewing the offers.

Read the rest of this post on the original site »

Carl Icahn, in a letter you can read below, is offering as much as $15 a share for about $2 billion worth of the company. His offer includes a $5 billion equity commitment, and another $2 billion in additional financing on top of shares already owned. Icahn made a significant purchase said to amount to as much as 6 percent of Dell’s shares outstanding earlier this month.

Blackstone is leading a group that includes Insight Venture Partners and Francisco Partners in offering at least $14.25 a share for Dell. Current shareholders would be allowed to hold their current stakes subject to caps, and those remaining shares would continue to be traded on the Nasdaq exchange.

One interesting observation about the Blackstone offer: Insight Venture Partners was involved earlier this year in a bidding war with Dell over the software company Quest. Insight had sought to take Quest private, but Dell stepped in with an offer during its go-shop process, and ultimately outbid Insight. It’s kind of ironic that Insight is teaming up with Blackstone to make an offer for Dell at the close of its own go-shop process.

Here’s Dell’s original statement, which includes the letters from Blackstone and Icahn:

Dell Special Committee Receives Two Alternative Acquisition Proposals in “Go-Shop” Process

ROUND ROCK, Texas–(BUSINESS WIRE)–
The Special Committee of the Board of Dell Inc. (DELL) today announced that the “go-shop” period provided for in the merger agreement between the company and entities owned by Michael Dell, Dell’s Founder, Chairman and Chief Executive Officer, and investment funds affiliated with Silver Lake Partners, has elicited two alternative acquisition proposals. One proposal was submitted by a group affiliated with a private equity fund managed by Blackstone and the other by entities affiliated with Carl Icahn. Both proposals are attached.
The Special Committee, consisting of four independent and disinterested directors, has determined, after consultation with its independent financial and legal advisors, that both proposals could reasonably be expected to result in superior proposals, as defined under the terms of the existing merger agreement. Therefore, each of the Blackstone and Icahn groups is an “excluded party” and the Special Committee intends to continue negotiations with both.
The Special Committee also noted that Michael Dell has confirmed to the Committee his willingness to explore in good faith the possibility of working with third parties regarding alternative acquisition proposals.
Alex Mandl, Chairman of the Special Committee, said, “We are gratified by the success of our go-shop process that has yielded two alternative proposals with the potential to create additional value for Dell shareholders. We intend to work diligently with all three potential acquirers to ensure the best possible outcome for Dell shareholders, whichever transaction that may be.”
Pursuant to the existing merger agreement, subject to certain requirements, the Special Committee has the right to terminate the agreement in order to accept a superior proposal. The Special Committee has not determined that either the Blackstone proposal or the Icahn proposal in fact constitutes a superior proposal under the existing merger agreement and neither is at this stage sufficiently detailed or definitive for such a determination to be appropriate. There can be no assurance that either proposal will ultimately lead to a superior proposal. While negotiations continue, the Special Committee has not changed its recommendation with respect to, and continues to support, the company’s pending sale to entities controlled by Michael Dell and Silver Lake Partners.
Prior to entering into the existing merger agreement, the Special Committee undertook a rigorous process, over a period of more than five months, to evaluate Dell’s risks, opportunities, and strategic alternatives. These alternatives included continuing with or modifying the company’s existing business plan, implementing a leveraged recapitalization, changing the dividend policy, and potentially selling all or parts of the business.
As a result of that process, the Special Committee unanimously determined that the sale of the company at a premium would be the best alternative for stockholders, and negotiated aggressively to ensure that stockholders receive the highest possible value, including securing provisions for a robust “go-shop” process. The result was that a number of strategic and financial parties entered into confidentiality agreements with the company and Blackstone and Icahn submitted proposals.
The price of $13.65 per share in cash to be paid pursuant to the existing merger agreement provides value certainty at a 37% premium to the average price for the 90 days before rumors of the transaction surfaced. The Committee noted that the Silver Lake Partners raised its bid six times by a total of approximately $4 billion, or over 20%, during the course of negotiations.
Subject to applicable laws and regulations, the Special Committee undertakes no obligation, to provide updates or make further statements regarding the proposals received from Blackstone or Icahn, any revised proposals that may be received from either of them or the status of discussions with either of them, unless and until a definitive agreement is reached or such discussions are terminated.
The alternative acquisition proposals received from Blackstone and Icahn follow here:
BLACKSTONE PROPOSAL
Boulder Acquisition Corp.
c/o Blackstone Management Partners L.L.C.
March 22, 2013
STRICTLY PRIVATE AND CONFIDENTIAL
Special Committee of the Board of Directors of Dell Inc.
One Dell Way
Round Rock, Texas 78682
Attention: Alex Mandl, Presiding Director

Re: Acquisition Proposal and Request for Designation as “Excluded Party”

Dear Mr. Mandl:
On behalf of Boulder Acquisition Corp. (“AcquisitionCo”), Blackstone Management Associates VI L.L.C. (in its capacity as general partner of Blackstone Capital Partners VI L.P.), Francisco Partners III, LP, Insight Venture Management, LLC and each of their respective affiliates, affiliated funds and limited partners (all such persons and entities, together with AcquisitionCo, being collectively referred to herein as the “Investor Group”), we hereby submit this Acquisition Proposal and request prompt designation of the Investor Group as an Excluded Party, as such terms are defined in the Agreement and Plan of Merger by and among Dell Inc., a Delaware corporation (“Dell”), and the Parent Parties (as defined therein) dated as of February 5, 2013 (the “Merger Agreement”).
Thank you for allowing us the access to management and data that we needed to complete a preliminary review of the Dell business. We believe there is significant upside in the Dell businesses, we see significant upside in the value of Dell’s shares, and our proposed transaction structure (described below) will deliver significantly greater value to your shareholders than the value agreed to in the Merger Agreement.
As a result, we would like to proceed in the process to acquire Dell and hereby submit, in accordance with the terms of the Merger Agreement, this Acquisition Proposal. Subject to confirmatory due diligence and negotiation of a mutually agreeable merger agreement (which we expect to include substantially similar terms and conditions as the Merger Agreement, other than certain changes to mechanical provisions required to implement the structure of our Acquisition Proposal as described below), we are prepared to enter into a definitive agreement to acquire Dell in a leveraged recapitalization transaction where shareholders could choose to receive either all cash or stock (subject to a cap), in each case valued in excess of $14.25 per share, representing a Superior Proposal to the $13.65 cash purchase price agreed to in the Merger Agreement.
We are prepared to invest the time and resources necessary to complete a transaction along an expedited timeline, and we would contemplate providing drafts of a definitive transaction agreement (which will include financing commitment letters), along with our more detailed proposal as soon as possible following the completion of satisfactory due diligence.
KEY FEATURES OF OUR PROPOSAL
Our Acquisition Proposal contemplates a leveraged recapitalization transaction with the following features:
Shareholders who wish to receive cash will have the opportunity to receive greater than $14.25 in cash per share for all of their shares.
Shareholders who wish to participate in the ongoing upside of the company will have the opportunity to remain as shareholders and receive shares (subject to a cap) valued in excess of $14.25, which shares would continue to be publicly traded on the Nasdaq.
Our proposed transaction would have several important benefits for Dell shareholders:
Higher price per share for shareholders electing to receive cash
Shareholder friendly structure, with the ability to choose cash or stock
Leveraged upside for shareholders who elect to remain as shareholders
FINANCING
We intend to fund the transaction using a combination of equity and debt financing, in addition to Company cash and cash equivalents. We plan to invest equity amounts in excess of those new equity amounts contemplated by the Merger Agreement to facilitate the proposed transaction.
Based on discussions with equity co-investors, certain strategic partners, and debt financing sources, we are highly confident that financing can be arranged, which will include comparable debt sources and structures as the existing deal. We are currently working with Morgan Stanley & Co LLC (“Morgan Stanley”) as our lead debt financing source to prepare financing, and have had discussions with other debt financing sources that have indicated a strong interest to finance our Acquisition Proposal. We have received from Morgan Stanley a “highly confident” letter related to our ability to raise the required debt financing for this transaction. Upon designation of the Investor Group as an Excluded Party we expect to finalize discussions with other financing sources on an expedited basis. Additionally, at the time of execution of definitive agreements with respect to our proposal, we expect to provide binding financing commitments from debt and equity financing sources in the form customary for a transaction of this type.
We have held discussions with some of Dell’s largest shareholders, and we anticipate inviting them, certain of Dell’s other shareholders and certain other strategic and financial partners to participate in the transaction as part of our group. We would also expect to encourage (but would not require) the MD Investors (as defined in the Merger Agreement) to participate in our transaction by rolling over equity held by the MD Investors.
TIMING
We have significant experience structuring and consummating transactions of this nature, and we believe we can complete our due diligence review and negotiate the terms and conditions of a Superior Proposal (as defined in the Merger Agreement) quickly during the next phase of the process. Given our due diligence to date, we anticipate that the remaining due diligence would focus on key business, accounting, legal and regulatory matters and could be completed quickly, assuming full cooperation of Dell and its advisors. As part of this process, we would expect to have full access to the senior management team of Dell, certain other key employees, Dell’s independent accountants and Dell’s records, financial and operating data and material agreements (including the schedules attached to the Merger Agreement).
We are committed to continuing to pursue a transaction on the terms herein, which we believe will provide a more compelling value proposition to Dell and its shareholders than currently provided under the Merger Agreement. We believe that this proposal meets all applicable requirements under the Merger Agreement to enable the Special Committee to determine that the Investor Group is an Excluded Party in accordance with the Merger Agreement. Due to the considerable time commitment and uncertainty of outcome, we will continue our due diligence and work toward providing a definitive proposal, only upon receipt of written confirmation from the Special Committee of the Board of Directors that the Investor Group has been determined to be an Excluded Party in accordance with the Merger Agreement.
GENERAL
The proposal contained in this letter constitutes an indication of our interest in pursuing a transaction and does not constitute a binding offer, agreement or agreement to proceed with the transaction or to otherwise make a binding offer or agreement at any point in the future.
This indication of interest is submitted by us for review and consideration by the Special Committee of the Board of Directors of Dell on a confidential basis, and the existence of our discussions and this letter (other than such disclosure obligations outlined in the Merger Agreement) shall be kept strictly confidential in accordance with the terms of that certain letter agreement by and between Blackstone Management Partners L.L.C. and Dell, dated February 22, 2013.
This letter shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the conflicts of law principles thereof.
This proposal will expire at 5:00pm (NY time) on March 28 if you fail to provide the written confirmation discussed above prior to such time.
Please do not hesitate to contact any of the team members listed below with any questions.
Sincerely Yours,
BOULDER ACQUISITION CORP.
By: /S/
Name: Chinh E. Chu
President

Blackstone Management Partners L.L.C.

Chinh E. Chu
David Johnson
Senior Managing Director
Senior Managing Director

Morgan Stanley & Co. LLC

Robert A. Kindler

Vice Chairman

Kirkland & Ellis LLP

David Fox
Daniel Wolf
Partner
Partner

cc: Evercore Group L.L.C

ICAHN PROPOSAL
Carl C. Icahn
Icahn Enterprises LP
767 Fifth Avenue
Suite 4700
New York, New York 10153
March 22, 2013
Special Committee of the Board of Directors of Dell Inc.
Dell Inc.
One Dell Way
Round Rock, Texas 78682
James B. Lee, Vice Chairman
JPMorgan Chase
270 Park Avenue
New York, New York 10017
William O. Hiltz
Naveen Nataraj
Evercore Partners
55 East 52nd Street
New York, New York 10055
Jeffrey J. Rosen
Michael A. Diz
Debevoise & Plimpton
919 Third Avenue
New York, NY 10022
Re: Acquisition Proposal for Dell Inc. (“Dell”)
Dear Members of the Special Committee of the Board of Directors of Dell and Advisors:
On February 5, 2013, Dell entered into a merger agreement (the “February 5 Merger Agreement”) with certain entities affiliated with Silver Lake Partners and Michael S. Dell. Capitalized terms not otherwise defined in this letter shall have the meanings ascribed to such terms in the February 5 Merger Agreement. Section 5.3 of the February 5 Merger Agreement provides, among other things, that Dell, its Subsidiaries and its Representatives have the right to initiate, solicit, encourage and receive Acquisition Proposals with respect to Dell up to the No-Shop Period Start Date. This Acquisition Proposal, which is detailed below, is being delivered, as contemplated by the February 5 Merger Agreement, by Icahn Enterprises LP, and Carl C. Icahn, prior to the No-Shop Period Start Date.
Icahn Enterprises LP
We believe that you will agree that Icahn Enterprises is well able to provide the $1 billion cash equity capital (in addition to its existing $1 billion stock position in Dell), and that Mr. Icahn and his affiliates other than Icahn Enterprises are well able to provide the additional $3 billion cash equity capital, contemplated in this Acquisition Proposal, which constitutes an aggregate $5 billion equity commitment. In this regard we invite you to examine the public filings of Icahn Enterprises and to meet with us regarding any additional questions you may have. Further, we have excellent relationship with numerous large banking institutions and we are confident that we would be able to obtain the debt financing contemplated in our proposal. Although we are well known for the performance of our investment activities, over time we have found that our greatest returns have come from the control and ownership of portfolio companies. For example, in May 2012, Icahn Enterprises purchased a controlling interest in CVR Energy, Inc. (‘‘CVR’’) for an aggregate purchase price approximately $2 billion. As of March 11, 2013, based on the closing sale price of CVR stock and distributions since Icahn Enterprises acquired control, we had a gain of over $2 billion on our purchase of CVR.
Currently, the portfolio companies owned or controlled by Icahn Enterprises and Mr. Icahn include among others, the following:

Name
Holdings
Date of Initial Investment
CVR Energy, Inc. 82% 2011
Tropicana Entertainment Inc. 67% 2008
West Point Home 100% 2004
Federal Mogul Corporation 78% 2001
Viskase Companies Inc. 70% 2001
XO Holdings 100% 2001
PSC Metals 100% 1998
American Railcar Industries Inc. 55% 1994
ACF Industries 100% 1984

The Acquisition Proposal For Dell
As you know, on March 10, 2013 Icahn Enterprises entered into a confidentiality agreement with Dell and commenced due diligence in support of an Acquisition Proposal. On March 13, 2013, Jefferies LLC (“Jefferies”), as a representative of Icahn Enterprises, entered into a confidentiality agreement with Dell and commenced due diligence in support of an Acquisition Proposal. Further, on and after February 8, 2013, Southeastern Asset Management Inc. (“Southeastern”) has publicly disclosed its desire to remain a shareholder of Dell, rather than participate in the merger contemplated by the February 5 Merger Agreement and has suggested that the merger be recast as a transaction under which Dell shareholders are provided with the opportunity to elect to continue to hold Dell shares or receive cash, at their option. T. Rowe Price has similarly opposed the February 5 Merger Agreement. For purposes of this proposal, Icahn Enterprises assumes that Southeastern and T. Rowe Price and other larger holders would, if provided the opportunity, support the proposal set forth below and agree to the matters set forth in the fourth bullet item of the proposal set forth below.
We hereby propose that we and Dell engage in the following merger transaction (the “Proposed Merger”, and the surviving company of the Proposed Merger, the “Surviving Company”):
Dell will obtain transaction funding composed of the following:
$2.0 billion investment ($1 billion by Icahn Enterprises and $1 billion by Carl C. Icahn and his affiliates other than Icahn Enterprises) for the purchase of common shares of the Surviving Company (in addition to the shares currently owned by Icahn Enterprises and its affiliates) at a price of $15 per share, resulting in an additional 133 million shares being issued by the Surviving Company. As contemplated in the fifth bullet item below, Mr. Icahn and his affiliates other than Icahn Enterprises, are willing to commit an additional $2 billion of cash equity financing, for an aggregate $5 billion total equity commitment to this Acquisition Proposal.
$7.4 billion of cash currently available at Dell.
$1.712 billion in new factoring receivable facility (total factoring receivable facility of $3.0 billion).
$5.218 billion in new debt.
We understand that this Proposed Merger contemplates less total leverage on the Surviving Company than under the February 5 Merger Agreement.
In connection with the Proposed Merger, Dell shareholders will be entitled to elect to receive either: (x) shares of the Surviving Company on a one-to-one basis with their current holdings; or (y) an aggregate of up to $15.65 billion in cash (the “Payment Funding”) payable at a rate of $15 per share. If the Payment Funding is fully utilized this would result in 1.043 billion shares (58.1% of the current outstanding) being subject to the Proposed Merger. If shareholders electing to receive cash exceed the maximum number of shares that may be acquired with the Payment Funding, then such elections will be accepted on a pro rated basis. If electing shareholders are insufficient to utilize all of the Payment Funding, then the balance will be distributed to all of the remaining shareholders of the Surviving Company as a special dividend (the “Special Dividend”).
In addition to the Payment Funding, Icahn Enterprises anticipates that Dell would be required to pay the breakup fee under the February 5 Merger Agreement of $180 million, and that Dell would incur other deal fees and expenses in the Proposed Merger of approximately $500 million, for a maximum aggregate use of funds of approximately $16.33 billion.
Neither Icahn Enterprises (which together with its affiliates, currently owns approximately 80 million shares of Dell), Southeastern (which publicly reports ownership of approximately 146.5 million shares of Dell), T. Rowe Price (which publicly reports ownership of approximately 82 million shares of Dell), nor other large holders that so agree (collectively with Icahn Enterprise, Southeastern, and T. Rowe Price, the “Rollover Holders”), would be eligible to elect to receive cash or shares in the Proposed Merger, but rather their existing common stock position in Dell would rollover into the Surviving Company. Rollover Holders would receive the Special Dividend, if any.
Pursuant to the Proposed Merger, if all eligible existing Dell shareholders elect to receive cash, then approximately 58.1% of the currently outstanding Dell shares would be subject to the Proposed Merger and following the completion of the Proposed Merger, Icahn Enterprises and its affiliates would own 24.1% of the outstanding shares of the Surviving Company; Southeastern and its affiliates would own 16.6% of the outstanding shares of the Surviving Company; T. Rowe Price and its affiliates would own 9.3% of the Surviving Company and the remaining public shareholders would own 50% of the shares of the Surviving Company. The opportunity exists to increase the number of shares cashed out by non-Rollover Holders in the Proposed Merger, if the large holders agree with Icahn Enterprises to become Rollover Holders. Further, Mr. Icahn and his affiliates other than Icahn Enterprises would be willing to commit (in addition to the equity investment provided for in the first bullet item above) an additional $2 billion of equity capital in cash, in the event that Southeastern, T. Rowe Price or other existing large Dell shareholders do not agree to become Rollover Holders.
Closing is anticipated to occur in July 2013.
This proposal contemplates the negotiation, execution and delivery of a definitive agreement (the “Definitive Agreement”) containing the terms and conditions set forth herein, together with covenants, representations, warranties and indemnification provisions which are satisfactory to both parties (including, if so requested, limits on the election of merger consideration) and which are typical and standard in a transaction of this nature.
This letter is a non-binding proposal. Neither Icahn Enterprises, Mr. Icahn, their respective affiliates, officers or directors or representatives, have, nor will this proposal letter or any discussions or communications among the parties, create or constitute, any offer, obligation, contract, commitment or duty of any kind or character, to engage in, negotiate or enter into or complete a transaction. Only a Definitive Agreement executed and delivered by the parties thereto, shall be binding upon the parties.
We look forward to proceeding with negotiations as promptly as possible and are prepared, together with Jefferies, to commit the resources to develop a Definitive Agreement with you. In addition, we look forward to receiving your confirmation that the Special Committee has concluded that our proposal is or could reasonably be expected to result in, a Superior Proposal.
Very truly yours,
/S/
Carl C. Icahn

Icahn Enterprises LP
By: Icahn Enterprises GP Inc., its general partner
By: Carl C. Icahn, Chairman of the Board
Forward-looking Statements
Any statements in these materials about prospective performance and plans for the Company, the expected timing of the completion of the proposed merger and the ability to complete the proposed merger, and other statements containing the words “estimates,” “believes,” “anticipates,” “plans,” “expects,” “will,” and similar expressions, other than historical facts, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Factors or risks that could cause our actual results to differ materially from the results we anticipate include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the inability to complete the proposed merger due to the failure to obtain stockholder approval for the proposed merger or the failure to satisfy other conditions to completion of the proposed merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; (3) the failure to obtain the necessary financing arrangements set forth in the debt and equity commitment letters delivered pursuant to the merger agreement; (4) risks related to disruption of management’s attention from the Company’s ongoing business operations due to the transaction; and (5) the effect of the announcement of the proposed merger on the Company’s relationships with its customers, operating results and business generally.
Actual results may differ materially from those indicated by such forward-looking statements. In addition, the forward-looking statements included in the materials represent our views as of the date hereof. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date hereof. Additional factors that may cause results to differ materially from those described in the forward-looking statements are set forth in the Company’s Annual Report on Form 10–K for the fiscal year ended February 1, 2013, which was filed with the SEC on March 12, 2013, under the heading “Item 1A—Risk Factors,” and in subsequent reports on Forms 10–Q and 8–K filed with the SEC by the Company.
Additional Information and Where to Find It
In connection with the proposed merger transaction, the Company will file with the SEC and furnish to the Company’s stockholders a proxy statement and other relevant documents. Stockholders are urged to read the proxy statement when it becomes available and any other documents to be filed with the SEC in connection with the proposed merger or incorporated by reference in the proxy statement because they will contain important information about the proposed merger.
Investors will be able to obtain a free copy of documents filed with the SEC at the SEC’s website at http://www.sec.gov. In addition, investors may obtain a free copy of the Company’s filings with the SEC from the Company’s website at http://content.dell.com/us/en/corp/investor-financial-reporting.aspx or by directing a request to: Dell Inc. One Dell Way, Round Rock, Texas 78682, Attn: Investor Relations, (512) 728-7800, investor_relations@dell.com.
The Company and its directors, executive officers and certain other members of management and employees of the Company may be deemed “participants” in the solicitation of proxies from stockholders of the Company in favor of the proposed merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the stockholders of the Company in connection with the proposed merger, and their direct or indirect interests, by security holdings or otherwise, which may be different from those of the Company’s stockholders generally, will be set forth in the proxy statement and the other relevant documents to be filed with the SEC. You can find information about the Company’s executive officers and directors in its Annual Report on Form 10-K for the fiscal year ended February 1, 2013 and in its definitive proxy statement filed with the SEC on Schedule 14A on May 24, 2012.

Blackstone Group and activist investor Carl Icahn expressed interest in the computer maker before a key deadline for offers expired Friday, with each notifying a special committee of Dell’s board that they are working on firm bids for the Round Rock, Texas, company, people familiar with the matter have said.

Read the rest of this post on the original site »

Private equity firm Blackstone Group has made a bid for the computer company, according a report from Bloomberg News that cited unnamed sources.

Dell’s go-shop period, under which a special committee of its board of directors is seeking superior offers to the $24.2 billion Michael Dell/Silver Lake buyout offer announced last month, technically expires today, so if an offer has been submitted, it is coming in at the last second. No offers had been confirmed as of the close of business Friday.

Dell will announce the results of the go-shop period on Monday, at which time we’ll get a look at Blackstone’s terms. Also ahead in the Dell-buyout process is a deeply detailed proxy filing that will lay out the reasoning behind the original buyout offer as well as explain the valuation.

Update: Activist investor Carl Icahn is also getting in on the action. The Wall Street Journal reports that Icahn is working on a bid. Notifying Dell’s special committee that bids are coming should extend the go-shop period by four days, the Journal reported, citing sources familiar with the situation.

Icahn stepped into the Dell buyout frenzy on March 6, announcing that he had taken a 6 percent stake in Dell and that he opposed the Dell-Silver Lake offer, and arguing that a better way to use Dell’s cash would be to pay a special dividend amounting to $9 a share. He also threatened Dell with “years of litigation” if the board refused his offer.

Here’s one: Silver Lake’s contribution, which as far as I know had only been guessed at, turns out to have been $1.4 billion.

I’m no expert in all the nuances of how these things work, but the way I read this 8K, Silver Lake and Dell pooled that plus $750 million in cash plus 273 million shares of Dell stock worth about $3.7 billion as of today’s closing price for a combined $5.8 billion to fund and capitalize a holding company called Denali.

The name Denali is interesting, because it was said to be used as a code word — specifically the name “Mr. Denali” — while the deal’s terms were being hashed out in a six-month negotiation process that began last August, according to Bloomberg News.

It seems that Denali Holdings is the vehicle through which Dell the company will be acquired. Denali will then presumably take the name Dell.

Anyway, combine all that with about $13.75 billion in loans from Bank of America, Barclays, Credit Suisse and RBC, additional cash taken from Dell’s balance sheet, and a $2 billion loan from Microsoft, and there you are.

RELATED POSTS:

• Is the Dell Buyout Really a Good Idea?
• Microsoft’s Loan to Dell Further Complicates Relationship with PC Makers
• Dell Confirms Plan to Go Private in $24.4 Billion Buyout Deal
• With Dell Buyout Poised to Be Announced Today, the Bromance Between Microsoft and Silver Lake Gets Serious
• Michael Dell’s Path: PC King to Apple Envy
• Dell Could Announce Deal to Go Private as Soon as Monday

That’s the word from a source familiar with the matter who directly contradicted the implication in a report from Quartz that HP’s board was “studying a breakup.”

Of course, today is the day when HP rival Dell announced a plan to sell itself to its CEO and private equity fund Silver Lake Partners. And so it’s the sort of day when anything seems believable.

HP CEO Meg Whitman has maintained consistently and unwaveringly, in an interview with AllThingsD in June and since, that the way to solve HP’s problems is not to break it up, but to keep it together. When I asked her if she saw any eventuality of spinning out or breaking up the company, she was clear:

“No. As I see it, everything stays. Each of the pieces fit together.”

Sources familiar with Whitman’s thinking on the matter and on her opinion of the present state of the company say her feelings have not shifted one bit.

That doesn’t meant that, should circumstances change, such an option would be off the table — HP did after all break off a big piece of itself in 1999, a unit called Agilent Technologies. It’s just not one that’s being actively considered by either the CEO or the board of directors right now.

The president of the United States always says that “all options are on the table” when dealing with countries that act in a difficult manner. So should the situation change dramatically, breaking HP into small pieces could at least technically be “on the table” the way that launching a nuclear attack would be in a particularly dire diplomatic case — in theory, as a last resort.

Whatever the case, HP shares moved on the speculation. After closing up 43 cents, or more than 2.5 percent, the report sent shares rising further after hours to $17.20 a share, or more than 3 percent.

That’s the question that hangs over the $24.4 billion buyout of Dell Inc. shareholders announced this morning.

As the company’s share price has fallen by half since 2007 amid a PC market that has contracted, and as Dell’s efforts to reinvent itself as a supplier of technology products to large companies has yielded uneven results, it’s not readily apparent what makes this a good buyout.

Even Dell executives concede that the reinvention of Dell is taking longer than had been expected. In a brief interview with The Wall Street Journal, CFO Brian Gladden said management recognizes that “it will take more time” to get the job done. Being private, the thinking goes, without the pressures of delivering on quarterly results to finicky shareholders, will make the job easier.

According to people familiar with the company’s intentions, the plan is, well, to stick to the plan. Dell’s long history of being the PC supplier of choice to many small, medium and large corporations puts it in a strong position to pivot toward supplying a wider portfolio of corporate IT products and services. The plan, these people say, is to continue that transformation into a company that can offer a full suite of corporate IT products, including PCs, servers, security, cloud computing, software and services.

That process of evolution has been unfolding for some time, and has been expressed primarily through Dell’s aggressive pace of acquisitions. Since 2008, it has spent about $13 billion buying companies like Quest Software, Wyse Technology, Compellent and SecureWorks in order to build a business composed of high-margin products and services and offset declines in the PC business.

Shareholders haven’t responded well, reasoning that Dell’s continuing exposure to PCs and PC-related businesses, which account for about 70 percent of sales, outweighs the growth potential of the enterprise-focused businesses. The rationale behind the buyout, say people familiar with specifics of the deal, is that Dell is, despite the contraction of its PC business, undervalued.

One key part of the plan, these people say, calls for Dell to remain opportunistic in its pace of acquisitions. While the buyout does have the company incurring debt, Dell as a private company will have sufficient resources to continue to make acquisitions.

The plan also calls for Dell to invest and try to improve its competitive stance in the PC industry by fighting back against competitors like Hewlett-Packard, Apple, Acer and Lenovo to retake some of its lost market share. In the most recent rankings by market research firm Gartner, Dell ranked third, behind HP and Lenovo, with 10.7 percent share of the market in 2012.

The voices of criticism emerged quickly. Within hours of the buyout news, HP pounced with a statement aimed at attracting the attention of Dell’s customers.

“Dell has a very tough road ahead. The company faces an extended period of uncertainty and transition that will not be good for its customers. And with a significant debt load, Dell’s ability to invest in new products and services will be extremely limited. Leveraged buyouts tend to leave existing customers and innovation at the curb. We believe Dell’s customers will now be eager to explore alternatives, and HP plans to take full advantage of that opportunity.”

HP wasn’t alone. Carter Lusher, chief IT analyst at market research firm Ovum, said that CIOs of companies that currently do business with Dell may be tempted to trim back on their purchasing plans “until the dust settles.”

“The implication of going private is that Dell is planning radical changes to its strategy and product roadmap,” Lusher said in a statement. “While the company might come out of this transition stronger with a product lineup that better meets the needs of businesses and public sector organizations, there will be uncertainty as to what products and services stay, get strengthened, or get eliminated.”

Others see it is a logical next step for Dell. ISI analyst Brian Marshall, in a note to clients, said the deal makes sense, given Dell’s relatively low valuation before deal talks were reported and the longer-term multi-year nature of the planned turnaround. “Public markets may not allow for the optimal focus on long-term strategic decisions or efficiently value new enterprise-oriented assets,” Marshall wrote.

Some will argue that the buyers aren’t offering enough. Indeed, lawyers representing shareholders have already filed lawsuits arguing the price is too low.

At $13.65 a share, the price is a 25.5 percent premium over Dell’s closing share price on Jan. 11, the day before first reports about buyout talks emerged. Early speculation in subsequent published reports suggested that the purchase price might go as high as $15 a share, a price Marshall suggests some shareholders might consider more reasonable. Marshall argues that some shareholders might resist a buyout at any level below $15, but with no likely bidders to emerge during the 45-day go-shop period, that resistance won’t amount to much. The deal’s defenders will point out that the premium represents a 54 percent premium over Dell’s share price on Nov. 15, when it last reported quarterly earnings, results that fell short of expectations.

On that basis, the buyout of Dell seems an audacious bet. But is it a good one? Not if you assume the company is going to continue to shrink. But there are bright spots. In the last quarter, sales of servers and networking gear grew by 11 percent year on year, while enterprise IT services shrank by 1 percent, suggesting there is hope that over the long term the transformation strategy can work.

Now it will be on Michael Dell and his co-investors at Silver Lake to make it happen. If it doesn’t, they’ll have only themselves to answer to.

RELATED POSTS:

• Is the Dell Buyout Really a Good Idea?
• Microsoft’s Loan to Dell Further Complicates Relationship with PC Makers
• Dell Confirms Plan to Go Private in $24.4 Billion Buyout Deal
• With Dell Buyout Poised to Be Announced Today, the Bromance Between Microsoft and Silver Lake Gets Serious
• Michael Dell’s Path: PC King to Apple Envy
• Dell Could Announce Deal to Go Private as Soon as Monday

The deal values Dell at $13.65 a share, amounting to a 25.5 percent premium over the closing price of $10.88, where Dell was trading on Jan. 11 before the first reports of renewed interest in a buyout transaction emerged.

The deal also brings together private equity fund Silver Lake with software giant Microsoft, and represents the latest step in a relationship that began when Microsoft bought out Skype for $8.5 billion in 2011.

The deal includes a $2 billion loan from Microsoft.

Microsoft confirmed its participation in the deal in a statement:

Microsoft has provided a $2 billion loan to the group that has proposed to take Dell private. Microsoft is committed to the long term success of the entire PC ecosystem and invests heavily in a variety of ways to build that ecosystem for the future.

“We’re in an industry that is constantly evolving. As always, we will continue to look for opportunities to support partners who are committed to innovating and driving business for their devices and services built on the Microsoft platform.”

Other financing is coming from Silver Lake; Michael Dell’s personal investment company, MSD Capital; the rollover of existing debt; and financing contributed by Bank of America/ Merrill Lynch, Barclays, Credit Suisse and RBC Capital Markets, plus Dell’s cash on hand, which stood at about $11.3 billion as of Nov. 1.

Michael Dell will remain as chairman and CEO.

The deal provides for a 45-day go-shop period, during which the company will seek to find a superior offer, but given the size of the deal, don’t expect there to be any takers. Investment bank Evercore Partners will run the go-shop process, and had advised the special committee of Dell’s board of directors that has been exploring options for the company.

Dell shares were halted as the markets opened for trading in New York this morning.

Dell has been trying to transform itself from what was once the world’s foremost PC maker into a company known more for a diverse portfolio of enterprise IT hardware, software and services. It has sought to do this mostly by way of acquisitions, about $13 billion worth since 2008.

A recent example is last year’s $2.4 billion deal for Quest Software, which it won after a complex on-again off-again bidding war with private equity fund Insight Venture Partners.

In addition to acquisitions, Dell has been beefing up its executive ranks on the enterprise side of the business. Last year, Dell hired Marius Haas, the former head of networking at Hewlett-Packard, to run its enterprise division, and John Swainson, the former CEO of IT services company CA, to run its software unit.

And while the enterprise side of the business has been growing, it hasn’t been doing so fast enough to make up for the ongoing decline in PC sales that has ravaged that industry.

Indeed, despite Dell’s best efforts to move away from PCs, the percentage of its revenue that is either derived directly from sales of PCs to consumers and corporations, and of sales of PC-related peripherals like monitors, still amounts to 70 percent.

Here’s the original announcement that just crossed the wires:

Dell Enters into Agreement to Be Acquired by Michael Dell and Silver Lake
Dell stockholders to receive $13.65 per share in cash
Transaction valued at approximately $24.4 billion
Transaction implies a 37 percent premium over the average closing share price during the previous 90 calendar days ending Jan. 11, 2013

ROUND ROCK, Texas — (BUSINESS WIRE) –

Dell Enters into Agreement to Be Acquired by Michael Dell and Silver Lake
Dell stockholders to receive $13.65 per share in cash
Transaction valued at approximately $24.4 billion
Transaction implies a 37 percent premium over the average closing share price during the previous 90 calendar days ending Jan. 11, 2013

Dell Inc. today announced it has signed a definitive merger agreement under which Michael Dell, Dell’s Founder, Chairman and Chief Executive Officer, in partnership with global technology investment firm Silver Lake, will acquire Dell.

Under the terms of the agreement, Dell stockholders will receive $13.65 in cash for each share of Dell common stock they hold, in a transaction valued at approximately $24.4 billion. The price represents a premium of 25 percent over Dell’s closing share price of $10.88 on Jan. 11, 2013, the last trading day before rumors of a possible going-private transaction were first published; a premium of approximately 35 percent over Dell’s enterprise value as of Jan. 11, 2013; and a premium of approximately 37 percent over the average closing share price during the previous 90 calendar days ending Jan. 11, 2013. The buyers will acquire for cash all of the outstanding shares of Dell not held by Mr. Dell and certain other members of management.

The Dell Board of Directors acting on the recommendation of a special committee of independent directors unanimously approved a merger agreement under which Michael Dell and Silver Lake Partners will acquire Dell and take the company private subject to a number of conditions, including a vote of the unaffiliated stockholders. Mr. Dell recused himself from all Board discussions and from the Board vote regarding the transaction.

A Special Committee was formed after Mr. Dell first approached Dell’s Board of Directors in August 2012 with an interest in taking the company private. Led by Lead Director Alex Mandl, the Special Committee retained independent financial and legal advisors J.P. Morgan and Debevoise & Plimpton LLP to advise the Special Committee with respect to its consideration of strategic alternatives, the acquisition proposal and the subsequent negotiation of the merger agreement.

The Special Committee also engaged a leading management consulting firm to conduct an independent analysis, including a review of strategic alternatives for Dell and opportunities for the company as a public entity, and thereafter engaged Evercore Partners.

The merger agreement provides for a so-called “go-shop” period, during which the Special Committee — with the assistance of Evercore Partners – will actively solicit, receive, evaluate and potentially enter into negotiations with parties that offer alternative proposals. The initial go-shop period is 45 days. Following that period, the Special Committee will be permitted to continue discussions and enter into or recommend a transaction with any person or group that submitted a qualifying proposal during the 45-day period. A successful competing bidder who makes a qualifying proposal during the initial go-shop period would bear a $180 million (less than 1 percent) termination fee. For a competing bidder who did not qualify during the initial go-shop period, the termination fee would be $450 million.

Mr. Mandl, lead director of Dell’s Board of Directors, said: “The Special Committee and its advisors conducted a disciplined and independent process intended to ensure the best outcome for shareholders. Importantly, the go-shop process provides a real opportunity to determine if there are alternatives superior to the present offer from Mr. Dell and Silver Lake.”

Mr. Dell said: “I believe this transaction will open an exciting new chapter for Dell, our customers and team members. We can deliver immediate value to stockholders, while we continue the execution of our long-term strategy and focus on delivering best-in-class solutions to our customers as a private enterprise. Dell has made solid progress executing this strategy over the past four years, but we recognize that it will still take more time, investment and patience, and I believe our efforts will be better supported by partnering with Silver Lake in our shared vision. I am committed to this journey and I have put a substantial amount of my own capital at risk together with Silver Lake, a world-class investor with an outstanding reputation. We are committed to delivering an unmatched customer experience and excited to pursue the path ahead.”

“Michael Dell is a true visionary and one of the preeminent leaders of the global technology industry,” said Egon Durban, a Silver Lake Managing Partner. “Silver Lake is looking forward to partnering with him, the talented management team at Dell and the investor group to innovate, invest in long-term growth initiatives and accelerate the company’s transformation strategy to become an integrated and diversified global IT solutions provider.”

Following completion of the transaction, Mr. Dell, who owns approximately 14 percent of Dell’s common shares, will continue to lead the company as Chairman and Chief Executive Officer and will maintain a significant equity investment in Dell by contributing his shares of Dell to the new company, as well as making a substantial additional cash investment. Dell will continue to be headquartered in Round Rock, Texas.

The transaction will be financed through a combination of cash and equity contributed by Mr. Dell, cash funded by investment funds affiliated with Silver Lake, cash invested by MSD Capital, L.P., a $2 billion loan from Microsoft, rollover of existing debt, as well as debt financing that has been committed by BofA Merrill Lynch, Barclays, Credit Suisse and RBC Capital Markets (in alphabetical order), and cash on hand. There is no financing condition.

The transaction is subject to other customary conditions, including receipt of required regulatory approvals, in addition to the Dell stockholder approvals described above. The transaction is expected to close before the end of the second quarter of Dell’s FY2014.

For further information regarding all terms and conditions contained in the definitive merger agreement, please see Dell’s Current Report on Form 8-K, which will be filed in connection with this transaction.

J.P. Morgan and Evercore Partners are acting as financial advisors and Debevoise & Plimpton LLP is acting as legal advisor to the Special Committee of Dell’s Board of Directors. Goldman, Sachs & Co. is acting as financial advisor and Hogan Lovells US LLP is acting as legal advisor to Dell. Wachtell, Lipton, Rosen & Katz is acting as legal advisor to Mr. Dell. BofA Merrill Lynch, Barclays, Credit Suisse and RBC Capital Markets (in alphabetical order) are acting as financial advisors to Silver Lake, and Simpson Thacher & Bartlett LLP is acting as legal advisor to Silver Lake.

RELATED POSTS:

• Is the Dell Buyout Really a Good Idea?
• Microsoft’s Loan to Dell Further Complicates Relationship with PC Makers
• Dell Confirms Plan to Go Private in $24.4 Billion Buyout Deal
• With Dell Buyout Poised to Be Announced Today, the Bromance Between Microsoft and Silver Lake Gets Serious
• Michael Dell’s Path: PC King to Apple Envy
• Dell Could Announce Deal to Go Private as Soon as Monday

The buyout would be the largest such transaction since the financial crisis, and reflects the combined heft of Michael Dell, the computer maker’s founder and chief executive, software titan Microsoft Corp., private-equity firm Silver Lake Partners and a handful of investment banks.

Read the rest of this post on the original site »

Using a combination of shares he already owns and personal cash, Dell will, according to most reports on the deal, nudge his ownership stake north of 50 percent. Silver Lake Management and Microsoft are also said to providing some of the financing, though the role of the software giant is, as The Wall Street Journal reported, still under discussion. Reuters reports that the deal could be announced as early as Monday.

Dell has been trying mightily to transform itself from the PC maker that no one could compete with in the 1990s to an IT hardware, software and services company. Shareholders have not been forgiving, and, in their defense, as analyst Shaw Wu recently observed in a research note to clients, Dell has spent about $13 billion on enterprise-related acquisitions since 2008, a recent highlight being the $2.4 billion deal for Quest Software; still, about 70 percent of its revenue remains tied to PCs sold both to consumers and to businesses plus ancillary products that are closely tied to PCs (printers, monitors and so on). That’s down from a much higher percentage early last decade, but turning the corner has been slow, and progress has come in fits and starts.

Meanwhile, the PC market has been in a state of decline, leaving Dell in a rush to replace slowing revenue growth in that space with other things. While the idea to transform Dell into an enterprise-focused company has merit, the PC business has been contracting so quickly that the changes aren’t having the desired effect on the shares.

Michael Dell talked about the strategy in an interview with AllThingsD in July. In that conversation, I asked him whether he thought shareholders tended not to give the company credit for the transformation strategy, and thus valued the company unfairly. His answer:

“Some shareholders get it and some of them don’t. That’s how markets work. Most who have looked at it carefully say this is the right thing to be doing. They quibble about some of the smaller points, but they see the larger logic of what we’re doing and our job is to keep doing it.”

Now it looks like he’s going to do it without the bother of having to report to shareholders.

Readers of today’s New York Times got an eyeful of Patrick, the auto-racing driver who has starred in numerous provocative Go Daddy TV spots, in a full-page ad that appeared in the newspaper’s A section. (I snapped the image at right with my iPhone.)

If Go Daddy is looking for a tactic to help it change the subject from its sudden about-face in supporting the controversial Stop Online Piracy Act (SOPA) now before Congress, this probably isn’t it. Having initially supported SOPA — and faced with a sudden exodus of thousands of customers who moved their domain-name registrations to other outfits — Go Daddy suddenly had a change of heart, and issued a statement saying it “no longer supports SOPA.”

Resorting to cheeky ads isn’t exactly going to reduce the outrage people feel against the company. Its CEO, Bob Parson, sparked a smaller controversy when he posted a video of himself killing a wild elephant in Zimbabwe and then letting locals feast on it. A small boycott effort slowed the company’s growth for a few weeks, but ultimately caused little damage.

But 37,000 domains lost in two days, plus all the negative press, can’t help but get some attention. Hence the about-face, and the attempt, cheap as it may be, to try to change the subject. Perhaps another outrageous TV spot during the Super Bowl? One wonders if the group of private equity firms that bought out Go Daddy for $2.25 billion earlier this year — they include KKR, Silver Lake Partners and Technology Crossover Ventures — still think it was a good deal.

Earlier this morning, Zynga announced it would price its stock between $8.50 and $10 a share when it goes public later this month.

That’s at the high end of the range that values the four-year-old company at as much as $7 billion. But that’s much lower than than what some investors paid as recently as February, according to documents filed with the Securities & Exchange Commission.

In fact, some of its investors are already underwater.

One of those investors is Morgan Stanley, which is also one of the company’s underwriters in its IPO. In February, 11 mutual funds associated with Morgan Stanley purchased 5.3 million shares at $14 apiece for a total of $75 million. Four other investors, which were unnamed, also contributed to the round totaling $490 million, according to the document.

At $14 a share, the company’s value in February totaled nearly $10 billion, or roughly 43 percent greater than today’s high-end of the range.

Zynga justified the higher stock price back in February, stating that the U.S. economy had improved and that the public markets were being receptive to Internet stocks, including generous valuations for privately held companies such as Facebook and Groupon.

Furthermore, in March, the company used that valuation as a guide to purchase shares back from five of its early investors and its CEO Mark Pincus at $13.96 a share.

While the market conditions have likely changed since then, it’s important to note that things are still in flux. If the company drums up enough demand for the 115 million shares being sold over the next two weeks, the price could move even higher.

As Kara Swisher previously reported, Pincus will not sell any shares in the offering, and no other executives at Zynga have plans to sell stock, either.

But a number of the company’s early investors will be cashing in. Institutional Venture Partners, Avalon Ventures and Foundry Venture Capital will sell 2.5 million shares apiece for up to $25 million each. Union Square Ventures will sell 2.2 million for roughly $22 million.  Google and Silver Lake Partners will also both sell 1.7 million shares for a proceed of $17 million each.

Google was originally not listed as an investor when Zynga filed documents with the SEC to go public, but it showed up in subsequent filings. Google, which was rumored to have invested as much as $100 million in Zynga, has an interest in social gaming because of its Google+ network. Following the offering, it will continue to own 21 million shares, or about 3.8 percent of the company.

One notable shareholder that won’t be selling shares is venture capital firm Kleiner Perkins Caufield & Byers, an early investor in the company. Its partner Bing Gordon, who personally owns a 10.7 percent stake in the company, also does not plan to sell any shares.

Emboldened by its success earlier this year with the $8.5 billion sale of Skype to Microsoft Corp., the technology-focused firm is hoping to orchestrate a deal to buy all or part of Yahoo, right the struggling Internet company and reap a rich return in the process.

Read the rest of this post on the original site »

According to sources at the company, Yahoo’s Carol Bartz is no longer CEO of Yahoo. CFO Tim Morse has been named interim CEO.

The situation around what is clearly an ouster is uncertain, but Bartz has had a very rocky tenure in her 32 months at the company.

[UPDATE: Yahoo confirmed the departure of Bartz in a press release outlining a reorganization.]

Bartz also sent a stunning email to staff, saying she had been ousted:

To all,

I am very sad to tell you that I’ve just been fired over the phone by Yahoo’s Chairman of the Board. It has been my pleasure to work with all of you and I wish you only the best going forward.

Carol

Several sources said the board, specifically Chairman Roy Bostock and Co-founder, as well as director Jerry Yang, acted today, informing Bartz by phone of the need to make a change.

What the next steps will be are unclear, but Yahoo needs desperately to explore a range of strategic changes to bring it back to its former glory.

But Wall Street liked the move, with Yahoo stock up more than six percent already in after-hours trading.

Sources said Morse held a call with Yahoo’s senior staff this afternoon, telling them Bartz was out and that a search for a permanent CEO will be commencing.

Why Yahoo’s board did not name a new leader immediately is curious and might indicate a larger deal around Yahoo is in the offing.

As I wrote earlier today, when the Internet giant announced on January 13, 2009, that it had hired longtime Silicon Valley tech veteran — who was well-regarded for her tenure at running Autodesk — to replace outgoing CEO and co-founder Yang and turn around the company, there was much hope.

At the time, she presented a take-no-prisoners image and was touted as someone with a reputation as a professional manager who could clean up the place.

Not so, as it has turned out.

While Bartz has streamlined certain areas and made some strong management hires, her performance has been decidedly bumpy and mostly downhill.

The share price has settled in at about $12.50 (just about where it was when Bartz took over), Yahoo’s recent financial results have been weak, its key advertising business is struggling, its attrition rate among engineers and others is startlingly high and its product innovation cycle seems stopped up.

Add to that: Weak relationships with key Asian partners, a pricey but failed marketing effort and a proclivity for embarrassing verbal gaffes by Bartz.

Still, given that Yahoo’s Internet traffic, top media sites and brand remain huge, the going-sideways situation has again caused some investors — including powerful private equity firms and other monied investors — to pull out their spreadsheets about a variety of scenarios related to Yahoo.

The players who have sniffed around of late are powerful, sources said, including Silver Lake Partners, Andreessen Horowitz, former News Corp. exec Peter Chernin and Providence Equity Partners, among others. Also in the Wall Street rumor mill recently are large companies: AT&T, News Corp. and Verizon.

All the schemes are different — ranging from taking it private to making a large investment to splitting it into parts — although they all seem to require cooperation with Yahoo to get done.

And while there is no serious effort afoot as yet, there have been increasing signs of late that Yahoo’s board is ready to listen to any serious offers, said multiple sources, especially as the company has continued to drift under the leadership of Bartz.

While board chairman Bostock has publicly backed Bartz — after all, he was her biggest champion at the time of her hiring — multiple sources said he had started to become more involved at looking at the management issues at the company and its challenges.

Yang — still a key figure at Yahoo — has also become more active, said sources, and tensions between him and Bartz have increased over the last few months.

The increasing pressure on the directors of the company from its major shareholders to act has gained in recent months, said sources.

Thus, Bartz is gone and the next chapter in Yahoo’s corporate drama begins.

[Photo credit: Asa Mathat for All Things Digital]

Related posts

• As Yahoo Continues to Wobble, Investors (And Board) Eye Options
• Exclusive: Carol Bartz Out at Yahoo; CFO Tim Morse Named Interim CEO
• Carol Bartz’s Last F%*& You — Now Aimed at Yahoo Board
• Yahoo’s Statement on Bartz Ouster
• Wall Street Likes Bartz’s Firing — Yahoo Stock Spikes on News
• My Picks for Yahoo’s Next CEO — Maybe Snoop Dogg, Ya Digg?

When Yahoo announced on January 13, 2009, that it had hired longtime Silicon Valley tech veteran Carol Bartz to replace outgoing CEO and co-founder Jerry Yang and turn around the company, there was a sigh of relief.

At the time, she presented a take-no-prisoners image and was touted as someone with a reputation as a professional manager who could clean up the place.

Not so, as it has turned out.

While Bartz has streamlined certain areas and made some strong management hires, her performance has been decidedly bumpy and mostly downhill. (Update: And this afternoon that ride took her straight out the door.)

Consider: The share price has settled in at about $12.50 (just about where it was when Bartz took over), Yahoo’s recent financial results have been weak, its key advertising business is struggling, its attrition rate among engineers and others is startlingly high and its product innovation cycle seems stopped up. Add to that: Weak relationships with key Asian partners, a pricey but failed marketing effort and a proclivity for verbal gaffes by Bartz.

Still, given that Yahoo’s Internet traffic, top media sites and brand remain huge, the going-sideways situation has again caused some investors — including powerful private equity firms and other monied investors — to pull out their spreadsheets about a variety of scenarios related to Yahoo.

The players who have sniffed around of late are powerful, sources said, including Silver Lake Partners, Andreessen Horowitz, former News Corp. exec Peter Chernin and Providence Equity Partners, among others. Also in the Wall Street rumor mill recently are large companies: AT&T, News Corp. and Verizon.

“It’s hard to ignore all that value sitting there and not being managed properly,” said one person who is considering a variety of investing options related to Yahoo. “And it’s not like AOL, whose assets are so weak, so it seems like an opportunity.”

All the schemes are different — ranging from taking it private to making a large investment to splitting it into parts — although they all seem to require cooperation with Yahoo to get done.

And while there is no serious effort afoot as yet, there are increasing signs that Yahoo’s board is ready to listen to any serious offers, said multiple sources, especially as the company has continued to drift under the leadership of Bartz.

While board chairman Roy Bostock has publicly backed Bartz — after all, he was her biggest champion at the time of her hiring — multiple sources said he has started to become more involved at looking at the management issues at the company and its challenges.

Yang — still a key figure at Yahoo — has also become more active, said sources, and tensions between him and Bartz have increased over the last few months.

While this might, as often happens at Yahoo, lead nowhere, what’s clear is the increasing pressure on the directors of the company from its major shareholders to act.

“You watch an asset like that degrade and it makes you furious,” said one investor. “After a while, you hope it makes the board at Yahoo feel the same.”

Yahoo declined to comment (but so would I).

Related posts

• As Yahoo Continues to Wobble, Investors (And Board) Eye Options
• Exclusive: Carol Bartz Out at Yahoo; CFO Tim Morse Named Interim CEO
• Carol Bartz’s Last F%*& You — Now Aimed at Yahoo Board
• Yahoo’s Statement on Bartz Ouster
• Wall Street Likes Bartz’s Firing — Yahoo Stock Spikes on News
• My Picks for Yahoo’s Next CEO — Maybe Snoop Dogg, Ya Digg?

The deal marks continued consolidation in the Internet domain-name space. Network Solutions competes with GoDaddy Group Inc., which agreed last month to sell itself to private-equity firms KKR & Co., Silver Lake Partners and Technology Crossover Ventures for $2.25 billion, including debt. GoDaddy.com, the company’s flagship Web property, is the world’s largest registrar of domain names.

Read the rest of this post on the original site »

“All these bitches and niggas still hatin’
I used to be ballin’, but now I’m Bill Gate-in’”
–Lil’ Wayne

Shortly after we started Andreessen Horowitz, we, along with our partners at Silver Lake Partners and Canada Pension Plan Investment Board, bought Skype from eBay for slightly more than $2B. The investment generated a tremendous amount of controversy for us. Marc and I were known as angel investors, so investing $50M of our $300M fund in one deal surprised people. While consistent with our stage-agnostic strategy, it was a very big deal very early on in the fund. To make matters more exciting, other investors and writers broadly criticized the deal. Joe Nocera of the New York Times wrote:

“Many people on Wall Street–and a number of telecommunications experts I spoke to this week–were stunned by the price Skype sold for, and not just because we’re in the middle of a recession.”

That controversy ended this morning when Microsoft announced that it was buying Skype for $8.5B less than two years after we bought it from eBay.

Let’s look back at the original decision and see why it turned out well. At the time, people criticized us for two primary reasons:

1. Ebay might not have owned Skype’s underlying intellectual property. Skype’s founders, Niklas Zennstrom and Janus Friis, held an IP claim against Skype. Many speculated that the founders would use their claim to shut down Skype and leave investors with nothing. This made the company theoretically impossible to buy.

As Nocera wrote:

“And so, the mystery of the Skype deal: why were the winning bidders willing to pay so high a price for a company whose very existence could be threatened by this lawsuit? One possibility is that they have nerves of steel. The other is that they know something nobody else does.”

2. The shifting technology landscape would tilt the playing field away from Skype. While Skype won the original Internet telephony wars, they did so with a fat desktop client. From a technology standpoint, at the time, it was technically impossible to field a high-quality web client or mobile product, but that time wouldn’t last. Many observers believed–as the world inevitably transitioned to mobile and web–Skype would be left in the dust.

With a company as complex as Skype, investors draw different conclusions about the same facts. In this case we had the same data as everybody else, but we had a radically higher opinion of Skype’s founders and employees than the investors who passed on the deal. We believed that we could work with rather than against the founders. More importantly, we believed that Skype’s engineering team, led by the original Eastern European wizards who created the service, could compete and win against anybody.

We thought that Niklas Zennstrom and Janus Friis wanted Skype to be a huge success and would do everything in their power to make that happen. As a result, we did not think the doomsday scenario that greatly concerned other investors–that the founders would attempt to shut down the company through the courts–was an actual possibility. Based on the founder’s motivations, we felt that we’d quickly settle the IP litigation. Both sides wanted to get on with the business of making Skype more competitive and could not afford to waste time bickering about IP ownership.

We couldn’t have been more right about that. After quickly settling the litigation, both founders immediately made major contributions to the business through their energy, insight, and intellectual prowess. And boy did we need them to do that, because we soon faced full frontal assaults from both Google and Apple.

When giants attack

In a direct attack, Google offered a free competitor to Skype’s U.S. paid product and a heavily discounted competitor to Skype’s international product. Google then aggressively promoted these cheap products to their enormous Gmail user base by forcing every Gmail user to view Google’s Internet telephony advertisement before allowing them to access their email. What was the result of this effort? Skype new users and usage growth has accelerated since Google’s launch culminating in:

· 500,000 new registered users per day
· 170 million connected users
· 30 million users communicating on the Skype platform concurrently
· 209 billion voice and video minutes in 2010

On the mobile front, Apple built video calling right into the iPhone, making their product the default offering for iPhone users. How did that impact Skype’s usage on the iPhone? 50 million users have downloaded Skype’s iPhone product since the release of Apple’s Facetime.

In retrospect, it was easy for people to underestimate the quality of the Skype engineering team and the power of Skype’s network effect. When we bought the company from eBay, many thought that Skype, like so many acquired technology companies, had lost its technical talent. Through our research we found that Skype had a core group of engineers who were completely dedicated to the mission. They stayed through the eBay acquisition and were determined to make Skype the communications company of the future. Over the past decade, this team consistently introduced groundbreaking technologies ranging from highly resilient and scalable peer-to-peer networking to radically higher sound quality through dramatically superior codecs. In doing so, Skype out-innovated the competition in the most important areas. When combined with its powerful network effect–how valuable is a video calling service if there is nobody to call?–Skype became a formidable competitor.

Smart move, Microsoft

Today, I tip my hat to an old rival, Microsoft. By acquiring Skype, Microsoft becomes a much stronger player in mobile and the clear market leader in Internet voice and video communications. More importantly, Microsoft gets a team, led by the exceptional Tony Bates, that can compete with anyone.

Ben Horowitz is co-founder and general partner of Andreessen Horowitz. He co-founded Loudcloud, later renamed Opsware Inc., in 1999 and served as CEO of the company before it was acquired in 2007 by Hewlett-Packard. He was most recently vice president and general manager of Hewlett-Packard’s Business Technology Organization Unit.