Earnings per share were at 21 cents, a whopping 14 cents below the consensus view, while revenue, at $14.07 billion, was above the forecast by about a half-billion dollars.

During a conference call with analysts that wrapped up just a little while ago, Dell management struck a tone of sticking to its strategic guns. With the PC market contracting fast, it has gotten selectively aggressive on pricing in order to try and take share away from rivals like Hewlett-Packard and Lenovo. At the same time, the results show growth in expenses like research and development spending that aren’t exactly helping gross margins.

In short, Dell is starting to act a lot more like the privately held company it expects to be before the summer is over, accountable only to its owners.

In their questions, analysts sought to tease out what details they could about the effect of the proposed go-private transaction on things like employee retention and relationships with key customers. CFO Brian Gladden and head of investor relations Rob Williams shot those questions down.

Here’s a summary of the substance of the conference call (all times are Pacific):

1:46 pm: On hold waiting for the conference call to begin with what sounds like some Vivaldi playing in the background.

And now things are getting under way.

Standard conference call boilerplate from head of investor relations Rob Williams.

Brian Gladden is speaking. “We continue to invest in strategic capabilities.” He’s talking about the acquisition of Entratius, which closed last week.

Gross margin was down 40 basis points sequentially.

“We continue to face a competitive pricing environment … and this has affected our profitability.”

Selling and general costs were up 4 percent.

R&D spending is up 33 percent.

Gladden: There were almost $90 million worth of expenses related to the go-private transaction that were excluded from the non-GAAP figures.

1:54 pm: Tom Sweet is talking about business segments. Here comes the news on server sales that Michael Dell said was going so well.

Servers, Networking and Peripherals saw sales grow by about 10 percent, but sales of storage fell about 10 percent.

Sweet: “Dell powers four out of the top five search engines and 75 percent of the top social media sites worldwide.”

Sweet is covering a few customer wins. And now he’s on to software. Revenue was $295 million and had an operating loss of $85 million. “We remain confident that the Quest acquisition (which was $2.4 billion) will be accretive by FY 2015.

Sweet is talking about End User Computing, a.k.a. the PC segment, and says the environment continues to be competitive. The plan is to try and cut $1 billion out of operating costs by 2015. But customers are “diverting spending to alternative mobile solutions.” Does he mean iPads? Yup.

2:01 pm: Sweet is talking about a big PC win with Marsh and McClennan that has 55,000 seats. “We won despite a key competitor that was a longtime incumbent.” Who? HP maybe?

Question and Answer session is getting underway. First is Katy Huberty from Morgan Stanley. “Can you step back and say if the margin decline is what you expected when you rolled out the more aggressive pricing strategy?”

Gladden: We’ve been talking about this for a few quarters, the need to adjust pricing. There are parts of the business where we are beginning to see some elasticity. Demand has been weaker than expected. These are accounts that we’re gaining that we feel good about their profitability. We feel for the long term we think it’s the right thing to do. If you look at the share dynamics, we did improve our share position in a market that is pretty tough.

A question from Tony Sacconaghi of Sanford Bernstein: Is there a minimum level of profitability that you are willing to sustain in an effort to hold or gain share? Also a question about cost-cutting.

Gladden: Without providing details of specific initiatives, we have continued to take cost out of the business. We are choosing to reinvest those dollars in sales and R&D. I think those things are going on concurrently. (Essentially what he’s saying is that Dell is acting like it’s a private company already.)

As Gladden is speaking I’m looking at the slide presentation. The worst geographically was Asia-Pacific, where sales fell 12 percent year on year. Ouch. Sales in the Americas were up slightly. The BRIC countries fell 17 percent, led by China which fell 24 percent. Super ouch.

Maynard Um: Are customers holding out given the go-private transaction?

Gladden: The customer base has been very supportive of the company. For the conversations I have been a part of they have resulted in many opportunities for the company.

FYI Dell share price update: In after-hours, Dell is trading at $13.37, which is 28 cents below the $13.65 that Michael Dell and Silver Lake have offered shareholders to take it private.

2:11 pm: Question from Steve Milunovich from UBS. He’s asking about changes in sales model on PCs that’s expected as Dell goes private.

Gladden: I wouldn’t say our strategy has changed at all. We’ve adjusted our pricing accordingly and expanded our offerings across the portfolio. This is not a new strategy or business model for us. It’s adjusting tactics given where the market is going.

Question from Credit Suisse: In terms of pursuit of new PC customers, have you put the investments in that you need to or is there more effort to come through?

Gladden: Basically says the strategy hasn’t changed.

Question from Deutsche Bank, asking about servers and the storage business. Servers are good but he says storage doesn’t seem to be getting good attach rates.

Gladden: With servers, we’re winning in the marketing. And when you look at density-optimized servers, we’re winning. We feel good about the server business. You don’t see us trading price for growth there.

About storage. We feel like that business is growing with the market. It’s shrinking with the market. That is not what we’d like to see, obviously. We’re working on it. We’ve added commercial resources over the the last 18 months. We feel positioned to out perform the market.

Question from Keith Bachmann at BMO: How might the M&A strategy differ if the go-private transaction happens? Also about employee retention during the transaction.

Rob Williams: No answer to the first question.

Gladden: Attrition has been about normal for us.

Another question: Does the PC market get softer or better over the next four to six quarters?

Gladden: There are multiple dynamics playing out. There’s a lot driving a refresh cycle. We see improvements in corporate and SMB segments. But we see consumer and government, not so good. Windows 8 has not been the catalyst to growth that we hoped it would be. (That’s a big admission.) You look at recent external data, and we would expect to see over the next few quarters declines in PC demand. We’re trying to run the business based on that.

2:22 pm: Can you update us on the peformance of Quest in the quarter?

Gladden: It’s progressing as expected. We expect it to be accretive in the first fiscal quarter of next year. (Or a year from now.)

Question from Bill Shope of Goldman Sachs, about the PC pricing reductions: Which accounts are the ones that get the discounts? Where do you draw the line on profit vs. market share?

Gladden: We know where long-term strategic accounts are. In many cases those are accounts we’ve had before and have walked away from. I think we’ve been selective. There are clearly some unit volume opportunities where we can sell a lot of units, but they don’t create any profit benefits.

2:29 pm: One last question, this one on support and deployment revenue, which was up.

Tom Sweet: We’re happy with the attach rate there. The team has seen some good things with support products. We’ve been able to keep the attach rate relatively high. Despite downward pressure, it will be a good business.

Gladden: We think that’s a good business on the enterprise side, too.

And that ends the call. Thanks for tuning in!

First off, Dell has moved up the date of its report. Originally set for May 21, the results will come after markets close in New York today and a conference call with analysts will start at 1:45 pm PT.

The reason for the change likely has a lot to do with the fact that Dell is probably going to report another miss on its consensus numbers. Analysts polled by Thomson Financial expect Dell to report a 35 cent per-share profit on sales of $13.5 billion. But as The Wall Street Journal reported Monday, Dell expects to announce profits of about 20 cents on $14 billion in sales, a huge bottom-line miss.

It’s difficult to expect much else. Despite all the efforts made in recent years to nudge Dell in the direction of becoming a more enterprise-focused company via acquisitions in the areas of cloud computing, software and services, Dell still derives about 70 percent of its sales, give or take, from consumer or commercial PCs or PC-related accessories like monitors. And as we all know, PC sales are plummeting at a historic rate.

That’s not to say there aren’t potential bright spots. CEO Michael Dell has been crowing about the company’s success in server sales and has described market share losses by rival Hewlett-Packard as “staggering.”

Then, of course, there’s the ongoing saga of Dell’s quest to go private in a $24.4 billion buyout transaction with Silver Lake Partners. Carl Icahn and Southeastern Management, which between them control about 13 percent of Dell shares, are opposed and this week made their own counter-offer, and then nominated a slate of directors to replace Dell’s current board. Icahn has made no secret that he’d like to send Michael Dell packing. The special committee of Dell’s board overseeing the buyout process has asked the Icahn camp for more information.

Certainly there will be questions for management about all of it, though the answers from Dell management will probably be some variation of “no comment.”

I’ll have more in a minute, but for now here’s the list of names, as taken from the letter just made public in a filing with the U.S. Securities and Exchange Commission. Icahn and Southeastern appear to have nominated six directors each.

On May 13, 2013, Longleaf Partners Fund delivered a letter to the Issuer notifying the Issuer that it intends to nominate the following six persons (the “Southeastern Nominees) as nominees to the Board of Directors of the Issuer at the Issuer’s 2013 Annual Meeting of Stockholders or any other meeting at which Directors may be elected:

Matthew C. Jones
Bernard Lanigan, Jr.
Rahul N. Merchant
Peter van Oppen
Howard Silver
David A. Willmott

In addition, the Icahn Parties (as defined herein) have informed Southeastern that the Icahn Parties intend to submit a notice to the Issuer on May 13, 2013 to nominate the following six persons (the “Icahn Nominees”) as nominees to the Board of Directors of the Issuer at the Issuer’s 2013 Annual Meeting of Stockholders or any other meeting at which Directors may be elected:

Carl C. Icahn
Harry Debes
Dr. Rajendra Singh
Gary Meyers
Daniel Ninivaggi
Jonathan Christodoro

Update: Here’s some very brief biographical information on who the are:

Lanigan is the Chairman, CEO and co-founder of Southeastern Management.

Merchant was last year named the first Chief Information Officer of New York City. He’s also a former CIO at Fannie Mae.

Van Oppen is a partner in Trilogy Equity Partners, a Bellevue, Wash.-based VC firm founded by former T-Mobile USA CEO Peter Stanton that specializes in wireless investments. He’s also a former CEO of Advanced Digital Information Corp., a storage company.

Silver is the former President and CEO of hotel chain Hampton Inn Equity Inns, a hotel chain that was sold to an investment fund in 2007.

Willmott is President and COO of Blount International, a manufacturer of farm and agricultural equipment based in Portland, Ore.

Carl Icahn: Activist investor, head of the Icahn Enterprises.

Debes is the former CEO of Lawson Software, now a unit of Infor.

Meyers is the CEO of a software company called FusionOps, and the former CEO of Synplicity, a company that makes software to design a type of chip known as a field programmable gate array. It’s now a part of Synopsys.

Ninivaggi is the president and CEO of Icahn Enterprises.

Christodoro is a managing director at Icahn Enterprises.

Jones is the CEO of EOS Climate, a technology and service company specializes in the management and destruction of refrigerants. Before that he was CEO of CloudShield, a cyber security outfit.

Update: I added bio information for Jones and made some corrections to the information about Silver. I also added a little more info on Merchant.

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.

In a very brief press release, Dell said Breyer notified the company that he doesn’t intend to stand for reelection at the meeting.

That’s when Dell shareholders will be voting on a controversial $24.4 billion plan hatched by CEO Michael Dell and the private equity firm Silver Lake to take the company private in a leveraged buyout. Breyer’s vote on the matter will likely be among his final acts as a Dell director. Breyer had served on Dell’s board since 2009.

“Dell and its stockholders have benefitted greatly from the leadership and perspective Jim has provided during his tenure on the Dell board,” Michael Dell said in the statment. “We’re grateful for his guidance and we wish him well in all his future endeavors.”

This is Breyer’s third resignation from a high-profile director’s seat in recent days. Only three days ago, Facebook said in a filing with the U.S. Securities and Exchange Commission that Breyer would be stepping down from its board, a position he has held since 2005. And last week, Walmart announced that Breyer would “rotate off the board in accordance with our corporate governance guidelines” after June 7.

He still sits on the boards of video company Brightcove and also of News Corp. (which is, of course, the parent company of AllThingsD.)

In an open letter to the special committee of Dell’s board of directors overseeing the go-private process, Southeastern argued that the company failed to make an adequate case that shareholders should accept the $13.65-per-share offer made in February. The firm also said that the go-shop process managed by the committee resulted in what it calls “an inadequate outcome.”

It’s no surprise that Southeastern is arguing against the buyout proposal. It’s somewhere in the neighborhood of $800 million to $1 billion underwater on Dell shares, having made a long bet starting in 2005 at a time when the stock was trading mostly between $30 and $40 a share. It has no choice but to argue against a buyout that would force it to take a bath.

But, as the proxy statement released last month clearly shows, it was Southeastern that first lobbied Michael Dell to consider going private in the first place.

Southeastern makes one clear point: The buyout offer is taking advantage of a moment when Dell shares are trading at a pretty low point relative to its history, and the board had authorized share buybacks at an average of $15.25, much higher than the $13.65 buyout offer:

“The same Board that was confident with Dell buying its shares for $15.25 is now attempting to convince all shareholders that Dell’s business is in such dire straits that they should take $13.65 and exit their investments. We believe the Board’s sudden rush to sell is triggered by one thing: Mr. Dell’s desire to buy.”

Southeastern also appeared to throw its weight behind two competing proposals from the private equity firm Blackstone and the activist investor Carl Icahn.

It also questioned the wisdom of going private at all. “The proxy statement does not contain any sound reasoning for why, at this stage in the transformation, the company needs to be taken private,” the firm said.

Here’s the original letter:

MEMPHIS, Tenn., April 9, 2013 /PRNewswire via COMTEX/ — Southeastern Asset Management, Inc., the largest outside shareholder of Dell Inc. DELL +0.07% , today released an open letter to the Special Committee of the Dell Board of Directors and addressed Dell’s preliminary proxy statement.

The question now is whether Southeastern casts its lot with Blackstone, the private equity firm that has expressed an interest in offering $14.25 a share for at least part of the company, or Carl Icahn, the activist investor who wants to buy as much as 58 percent of it.

The full text of the letter is as follows:

April 9, 2013 Special Committee of the Board of Directors Dell Inc. One Dell Way Round Rock, TX 78682 Attention: Alexander Mandl

RE: Dell Inc. Proxy Statement

Dear Members of the Special Committee:

As the beneficial owner of 8.4% of Dell Inc.’s outstanding shares, we are writing today to express our views regarding the Company’s proxy statement. It is our position that the proxy statement fails to make a case for shareholders to accept the $13.65 per share Michael Dell / Silver Lake buyout offer. In addition, we believe that the Special Committee conducted a process that resulted in an inadequate outcome.

According to the proxy statement, Mr. Dell notified the Board of his intention to take the Company private in August 2012. The proxy statement clearly shows that, in their review, the Special Committee and Board of Directors reached conclusions that stand in stark contrast to views held by the Board prior to August 2012. While the Special Committee may have worked diligently and was assisted by credible and reliable professionals, even a good process — without the exercise of proper business judgment — can result in a bad transaction.

The Proxy Reveals a Robust Process Leading to an Inadequate Result

Over the last two years, under a Board authorized program, the Company has repurchased 224,000,000 shares for $3.4 billion at an average price of over $15.25 per share. The same Board that was confident with Dell buying its shares for $15.25 is now attempting to convince all shareholders that Dell’s business is in such dire straits that they should take $13.65 and exit their investments. We believe the Board’s sudden rush to sell is triggered by one thing: Mr. Dell’s desire to buy.

Furthermore, the proxy statement and the analysis performed by the Special Committee focus disproportionately on the End User Computing (EUC) business while giving little attention to the Enterprise Storage and Services (ESS) business. Southeastern’s in-depth analysis indicates that at the completion of the Company’s transformation to ESS, Dell’s future owners should realize valuation multiples significantly higher than those reflected in the current offer price.

It is not about the PC. It is not about the PC. It is not about the PC …

Management has repeatedly highlighted the ESS business on previous earnings calls and provided estimates that show that ESS will account for 35% of the Company’s fiscal 2014 estimated revenue and 58% of its fiscal 2014 estimated Non-GAAP operating income (OI). Because the 58% of Dell’s 2014 estimated Non-GAAP OI attributable to ESS is worth a much higher multiple than the 42% of Company profits tied to the EUC segment, the ESS business, Dell’s cash and Dell Financial Services (DFS) are worth far more than half of total corporate value (see Table 1).

Yet, in all the analytical work and the voluminous proxy statement, EUC and PC are referenced hundreds of times more frequently than ESS. This is a stark contrast to the Company’s prior emphasis on the emerging value of ESS. Given this change in public positioning, Dell’s shareholders should question why the Board is suddenly focused on EUC, and not on ESS — which was previously believed to be the future of the business.

In addition, the Board’s approach of initially limiting the potential acquirers to private equity firms that would allow Mr. Dell to have majority ownership of the Company and remain as CEO narrowed the potential bidders materially and contributed to the Board’s approval of a transaction at a price that undervalues the Company.

In fact, within the proxy statement, virtually every justification of the $13.65 per share price is based on a premium to market at the time of the analysis. Such an approach is misleading when it is based on a price at the low end of the trading range over the last 15 years. Instead, any valuation analyses should have compared the $13.65 offer price to the net asset value of the Company. Additionally, the valuation analysis should have focused on an appropriate multiple of the Company’s free cash flow per share, more than half of which is from the growing ESS business, plus the net cash on the balance sheet and the value of DFS.

The Special Committee Gave Limited Consideration to Shareholder Friendly Alternatives

In our February 8, 2013, letter to the Board, we stated that we would have been prepared to support a leveraged recapitalization and suggested it could have been done in the form of a $12 per share special dividend, a Dutch auction or another structure that would have allowed shareholders an opportunity to participate in Dell’s future. Despite the viability of such a transaction, the proxy statement shows that the Board and Special Committee spent little time researching a leveraged recapitalization. The lengthy proxy statement only discusses the “pros” and “cons” of a leveraged recapitalization on a handful of pages and in only a cursory manner. The proxy statement also does not provide any real analysis or give any attention to solutions that would have either allowed shareholders to receive a large special dividend or to remain shareholders of a company with a smaller share base. It appears that neither the Board nor the Special Committee aggressively pursued the leveraged recapitalization idea because senior management preferred a go-private transaction.

In addition, as widely reported, management spent over $13 billion on acquisitions of non-PC businesses which benefit from the very same cloud and mobility trends that are negatively impacting the PC business. Long-term owners such as Southeastern have supported Dell in its transformation into an enterprise solutions company, but are not being given the opportunity to participate in the return on that $13 billion investment.

On January 29, 2013, Southeastern sought a meeting with the Special Committee in response to market leaks regarding a reported go-private transaction. In that meeting, we asked the Special Committee why giving shareholders a choice, through some form of cash/stock election, would not be preferable, and in fact fairer, for those shareholders who want to participate in the Company’s upside. Dell’s proxy statement answers that question: quoting from page 38, “Mr. Dell and Silver Lake were not interested in pursuing a transaction such as the one proposed by Southeastern in which public stockholders would retain an interest in the Company.”

The Proxy Statement Contains No Justification to Take Dell Private

The proxy statement does not contain any sound reasoning for why, at this stage in the transformation, the Company needs to be taken private. In the entire proxy statement, we found only one page (page 82) devoted to Mr. Dell’s plans for the Company following the transaction. That single page is consistent with the Company’s prior public statements, and nothing about these plans requires that the Company be private.

In fact, in an interview with ZDNet two weeks ago, John Swainson, head of Dell’s software unit, essentially confirmed that it doesn’t matter whether Dell is public or private. He said, “the corporate structure of Dell doesn’t make a difference on how customers interact with our products or how we develop or sell them.” We note that many companies, including IBM, were able to successfully transform their businesses as public companies. In addition, BCG, an advisor to the Special Committee stated that “many of the ‘take-private’ value levers could (in principle) be applicable to [Dell] as a public company.”

The proxy statement reveals that the Board had become increasingly frustrated with management’s execution of the transition, and rather than try to solve the problem, it chose to give Mr. Dell the opportunity to purchase the Company from shareholders at an inadequate price. Mr. Dell would not be participating in the proposed go-private transaction if he did not believe in the Company’s future upside and his ability to execute the transformation of the business.

The Special Committee Has the Power to Act in the Best Interests of All Dell Shareholders

As we noted above, we believe the proxy statement fails to make a case for shareholders to accept the $13.65 per share Michael Dell / Silver Lake buyout. For shareholders trying to decide whether to support the transaction, the Company’s suspension of earnings guidance and extremely limited discussion of the Company’s future plans will make it difficult to make an informed choice. In the next draft of the proxy, the Special Committee should provide sufficient detail about Mr. Dell’s future plans so that public shareholders can properly evaluate their options.

The Special Committee has obtained two preliminary alternative proposals, both of which we view as superior to the Michael Dell / Silver Lake buyout. We view these proposals as superior primarily because each offers shareholders the opportunity to remain owners of Dell while also offering a higher cash price to owners who choose to exit their investment.

Southeastern urges the Special Committee to negotiate and evaluate these alternatives in good faith, and to recognize that offering shareholders a choice is a win / win outcome for all parties. We call upon the Special Committee to work hard to make this possibility a reality.

Sincerely,

O. Mason Hawkins G. Staley CatesChairman & CEO President & CIO

ABOUT SOUTHEASTERN ASSET MANAGEMENT

Southeastern Asset Management, Inc., headquartered in Memphis, Tenn., is an investment management firm with $34 billion in assets under management acting as investment advisor to institutional investors and the four Longleaf Partners Funds: Longleaf Partners Fund, Longleaf Partners Small-Cap Fund, Longleaf Partners Global Fund and Longleaf Partners International Fund, as well as two Irish domiciled UCITS Funds: Longleaf Partners Global UCITS Fund and Longleaf Partners US UCITS Fund. Southeastern was established in 1975, and the first of the Longleaf Partners Funds was launched in 1987.

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.”

Dell and his partner in the deal, the private equity firm Silver Lake Partners, first offered $11.22 a share for the company, and during the course of a lengthy negotiation process that included 25 separate meetings, raised its offer price six times, adding $4 billion to to the pot. The parties finally settled on $13.65 in an offer announced last month.

The filing also shows that CEO Michael Dell met with representatives of private equity firms Blackstone Group and Francisco Partners, which have teamed up to make a competing offer for the company. The meetings occurred on March 7 and 8, during a 45-day go-shop period, when a special committee of Dell’s board overseeing the process sought superior offers.

Blackstone, as well as the activist investor Carl Icahn, last week uncorked offers they argue are better than than the Dell-Silver Lake bid.

The new disclosures are contained in a massive 274-page proxy filing with the U.S. Securities and Exchange Commission that was made public only minutes ago.

Among the other new disclosures made in the filing, which you can read below:

• The process of going private began in earnest on June 15, 2012, when Dell’s largest shareholder, Southeastern Asset Management, which owns about 7 percent of Dell’s shares, contacted Michael Dell about the possibility. Dell said he’d think about the idea.
• The special committee was motivated to embrace the go-private option in part by the rapid slowdown in Dell’s various lines of business; they were not satisfied that the turnaround plan put in place by CEO Michael Dell to push the company away from personal computers and toward enterprise hardware and services was having the desired effect.
• As of the end of Dell’s third fiscal quarter in 2013, its revenue for each of its prior seven quarters had fallen below internal forecasts. Dell had missed numerous quarters and, except in one case, the expectations of analysts. The company brought in BCG to revise those forecasts. BCG’s forecasts showed Dell’s revenue declining from $62 billion in the fiscal year ended January 2012 to $54.3 billion through the fiscal year ended February 2017.
• Michael Dell held his first conversations with Silver Lake on July 17, 2012, the same day he participated in this interview with AllThingsD. They agreed to meet more formally the following month. He also approached another private equity firm named only as “Sponsor A” which is said by people familiar with the matter to be KKR, in meetings held on Aug. 11 and 13.
• Another key date was Dec. 6. On that day, during a meeting of Dell’s board, Michael Dell made the case that the only way out of the company’s weakening state was to carry out a dramatic remaking. The strategy he would carry out would require significant investments in research and development and acquisitions, hiring a large number of sales people, expanding business in emerging markets and investing in the development of new products. All of those, carried out at once, would be expensive undertakings that would hurt the company’s share price. “Mr. Dell stated his belief that such initiatives, if undertaken as a public company, would be poorly received by the stock market because they would reduce near-term profitability, raise operating expenses and capital expenditures, and involve significant risk,” the filing reads.
• Dell argued in this presentation that going private is the best option for shareholders because they’d receive some compensation in the form of a premium for their shares without having to bear any of the risk should the strategy not work out.
• At least one other private equity firm was approached about partnering with Dell on a buyout. A company described in the filing only as “Sponsor B” is thought by sources close to the process to be TPG. The identity of another company mentioned in the filling, described only as “Sponsor C,” is not yet clear.

Here’s the filing. I’ll have more as I go through it.

Dell Inc LBO Proxy filing. March 29. 2013

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.

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.

Icahn stepped into the fray last week, announcing that he had acquired a stake amounting to about 6 percent of Dell shares.

Dell shares rose by 1 percent in premarket trading to $14.30 a share as of a few minutes before 9 am ET.

In a letter to Dell’s board, which was made public in a filing with the U.S. Securities and Exchange Commission, Icahn had argued that the company’s plan to sell itself to founder and CEO Michael Dell and private equity firm Silver Lake Management at $13.65 a share “significantly undervalues” the company.

Icahn proposed instead that Dell pay shareholders a special dividend of $9 per share that would be paid for by a combination of cash on hand and additional debt. The letter came as Evercore Partners, a Dell adviser, has been running a “go shop” process, under which it is seeking alternative offers. Dell’s rivals Hewlett-Packard and Lenovo have both taken advantage of that process in order to get a look at Dell’s books.

Of all the complex aspects of the $23 billion leveraged buyout that is set to take PC maker Dell private — which sources said is likely to be announced sometime early today — one of the more interesting parts of the mega-deal is the evolving relationship between software giant Microsoft and private equity powerhouse Silver Lake Partners.

As part of the massive and complicated transaction led by Silver Lake and founder Michael Dell, as reported yesterday by The Wall Street Journal and others, Silver Lake is ponying up $1 billion and Dell a 16 percent stake in the company worth $3.8 billion, as well as $700 million more from his investment firm. There will also be $15 billion in bank debt, too.

Microsoft’s contribution will be to invest about $2 billion in a form of debt from its nearly $64 billion cash kitty. That’s in part to protect its important Windows operating system franchise, which has been under siege as the device market has moved swiftly to a mobile-based one at the expense of PCs.

It’s a big check to write to do so, but one that it’s been willing to consider when it comes to Silver Lake, which has been on both sides of the table with Microsoft in recent years, in big-money transactions.

The most prominent was when Silver Lake was the seller and Microsoft the buyer in the $8.5 billion deal for Skype, the global telephony company, in mid-2011. The all-cash transaction — which many consider a coup in terms of price — was spearheaded by Silver Lake managing director Egon Durban.

The sly and savvy Durban, who operates out of a Sand Hill Road office, had engineered the buying of a 70 percent stake in Skype from eBay in 2009 for only $2.75 billion, fixed a huge legal mess there and then had sold it only 18 months later for a very lucrative markup.

While there was some interest from other possible buyers, like Google, most think Microsoft was the only serious bidder, which made the sale even more of a clear win for Silver Lake.

But there did not seem to be any buyer’s remorse on Microsoft’s part, as it and Silver Lake soon began kibitzing about the possibility of a takeover of Yahoo, which would have rivaled the Dell deal in cost. While it was Silver Lake that was clearly in the lead, with a series of possible deals in mind, one of them included a transaction in which Microsoft would have contributed a significant slug of cash and perhaps other online assets, since it had little interest in directly bidding for Yahoo outright.

As with Dell, Microsoft’s main goal with Yahoo was in protecting one of its key businesses — in this case, search and online advertising — against the relentless march of competitors such as Google.

Due to a number of reasons — most of which were related to Yahoo’s restless shareholders and dithering management and board — the bid never moved forward. But the bond between Microsoft and Silver Lake did.

That was especially true of Durban — who has led many of Silver Lake’s forays into tech and digital media investing, including its recent investment in William Morris Endeavor — and Microsoft CEO Steve Ballmer and CFO Peter Klein.

All three were deeply involved in the Dell deal, several sources said, which was an important relationship, since the addition of Microsoft has been one of the many critical elements to complete it.

Now, as the entire group prepares to take the troubled computer maker private, they have to make the massive financial transaction work in real life, turbocharging Dell to become much more than it has been in recent years against a competitive landscape even more difficult than ever to navigate.

And that is when, of course, the real relationship begins.

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 conclusion of analyst Chris Whitmore of Deutsche Bank Securities, who ran some numbers on a potential buyout in a research note issued to clients today. He estimated that a buyout would require between $20 billion and $25 billion in outside capital, and could value Dell as high as $16 a share, amounting to a hypothetical 30 percent premium over its closing price Monday. “In short, we believe a transaction is do-able on paper from a balance sheet capacity, interest coverage and leverage standpoint,” Whitmore wrote. “The hurdle is deal size and the large amount of capital required to execute such a transaction.”

The talks are said to involve Silver Lake Partners and TPG Capital, and are being described to The Wall Street Journal as “serious.” Other investment firms, and maybe even a pension fund, might get involved in the deal, as well. J.P. Morgan Chase is involved in managing the deal process.

One key assumption: Dell would pay about $4 billion in taxes to repatriate about $14 billion in cash and investments held outside the U.S. From there, it would raise about $22 billion of additional equity and debt. Excess cash would be used to pay down existing debt and maintain Dell’s capital expenditures, and pay taxes at a higher rate of about 30 percent.

Whitmore outlined two scenarios. In the first, Dell’s revenue would grow by about 2 percent in the first year after the close of the buyout, and remain flat for the next four years. In that case, Dell’s margins, on an EBITDA basis, could inch upward from 9.2 percent in the first year to 9.5 percent in the fifth. In this scenario, private equity investors could generate returns in the range of 30 percent to 35 percent.

In the second scenario, an admittedly more bearish one, revenue doesn’t grow, and EBITDA margins decline from 9.2 percent to 8.2 percent by the fifth year. In this scenario, PE investors would bring in an annual rate of return of about 20 percent to 25 percent, Whitmore wrote.

“We expect buyout speculation to underpin Dell’s valuation and shine a light on what we’ve long argued is an undervalued asset,” Whitmore wrote. “A deal at $15 to $16 a share would generate substantial returns for any potential buy-out group while still offering material upside to Dell’s current price.” He raised his price target to $15, and rates the shares a “buy.”

A private equity buyout would also amount to a way out for Dell. The company has been involved in a long-term turnaround that has yet to impress investors. Long a power in personal computers, it has sought to transform itself into a strong player in the world of enterprise IT, buying storage, software and service companies. The problem is that it is still widely exposed to both consumer and business PCs, and both segments are suffering. Market research firms Gartner and IDC both estimated in recent days that the worldwide market for personal computers contracted by about 3.5 percent.

The American delegation tasked with defending the Internet’s flat, decentralized and globally unregulated structure was composed of a vast swath of government agencies ranging from the State and Defense departments to the FCC and White House National Economic Council. The delegation also encompassed a powerful tier of commercial representatives from preponderant technology companies like Google, Facebook, Microsoft and Cisco. In the months before the conference, the U.S. team was assiduously briefed on an array of hugely controversial proposals to regulate Internet content, impose tariffs on Internet traffic, and usurp management of the Internet’s technical protocols and address system. But no member of the delegation, not even the most seasoned veterans of such global negotiations, could confidently predict how the acutely contentious conference agenda would ultimately generate an acceptable international agreement.

“Consensus! Consensus! Consensus!” This was how an emphatic Hamadoun Toure, secretary-general of the International Telecommunications Union (ITU), promised to navigate world governments through the two weeks of talks, the first in history to debate the prospect of international Internet regulation. Delivering his opening remarks to more than 150 national delegations, Toure, an electrical engineer from Mali educated at the Moscow Technical University of Communications and Informatics in Russia, sought to assuage the palpable anxiety among many countries that the future control and governance of the Internet were at risk.

In the weeks before the conference, Toure had provided repeated assurances to the U.S. and other governments that the treaty under discussion in Dubai would hew carefully to established principles for the management of international telecommunications that have been in force for decades. The last time member states had debated the scope of the ITU charter was in the decidedly pre-Internet era of 1988. As the body convened 24 years later to modernize its rules and mission, the ITU’s culture of consensus, Toure seemed to be arguing, was the ultimate safeguard that a United Nations agency primarily dedicated to managing a largely anachronistic international telephony regime and radio spectrum would not aspire to exercise regulatory oversight of the Internet.

Toure’s promise of consensus came on the first day of the conference, during a plenary meeting held on Dec. 3, when all of the ITU member states patiently listened to a series of opening statements delivered to an attentive assembly convened in Dubai’s mammoth international trade center. It was a hopeful moment with thousands in attendance, many wearing the traditional national dress of the Arab world, Africa and South Asia. Within 10 days, however, the conference was on the brink of collapse.

The tipping point came after iterated sessions of grinding, tedious parliamentary skirmishing and maneuvering. With two days before a treaty was to be signed, and scant progress on the most consequential issues, the conference delegations were called into late-night negotiations. It was then, at about 1:10 am on Dec. 13, when Toure jolted a sleepy proceeding awake with a surprise intervention.

The hushed quiet of the plenary meeting that evening was the same it had been each day before. Hundreds of delegates sat at long rows of tables in a massive space the size of an airplane hangar. Strapped into headsets that transmitted the now deeply familiar voices of the U.N. translators interpreting Arabic, Chinese, French, Spanish, Japanese and English, the delegates listened in respectful silence, with the only noise emanating from the floor being the tap-tap-tap of countless laptop computers transmitting live color commentary and email exchanges about the historic debate. Walking through the cavernous meeting room for the plenary sessions, studiously quiet except for an occasional muffled cough, one would have assumed that a gigantic standardized test was being administered, a global LSAT or GRE exam.

Into this environment of perfunctory calm swooped Toure, prompting conference delegates to consider a resolution calling on the ITU and its member states to play an enlarged role in “international Internet governance and for ensuring the stability, security and continuity of the existing Internet and its future development and of the future Internet.” It was precisely the sort of provision, recycled from a prior U.N. conference, that Toure had promised would not divide his gathering, the World Conference on International Telecommunications (WCIT).

One of the senior American negotiators, Dick Baird, a career State Department official with an elegant mastery of the ITU’s arcane procedural and political machinations, jumped in swiftly. Always the diplomat, Baird cloaked his skepticism with courtesy. “We are concerned about this resolution because it begins to be — it is a resolution about the Internet.”

The conference chairman, Mohamed Nasser Al-Ghanim of the host United Arab Emirates, responded incredulously. “I’m so surprised to hear this, while yesterday I thought we have reached a consensus,” he said. This premise — that a secret deal had been brokered to expand the U.N.’s authority over the Internet — would engender continued bitterness and confusion long after the conference. The notion that the U.S. and its allies in the Americas, Europe and Asia had agreed to empower the ITU to have even a whisper of authority over Internet governance was baffling. Rejecting that effort was the most consistently articulated priority of the U.S. team and its top allies. Chairman Ghanim nonetheless sought to force the issue by preempting debate. “I think I’m going to stop this discussion at this point,” he casually pronounced, “because we are not moving forward.”

Yet the discussion continued. Toure took the microphone. “It’s not a crime to talk about the Internet inside the ITU,” he insisted. Toure launched a rambling defense of his resolution, his emotion rising and his argument splintering into incoherent fragments. “There is nothing wrong with this. Please, we are trying to build bridges so we work together so the consumers benefit better. Please, everybody, help us to continue to build that bridge.” Toure added: “The future is broadband, and the future is Internet, and the future is Internet, and the future is broadband Internet.” He was now pleading with the delegates for their support. “Trust me,” he implored.

In the next few minutes, the conference imploded. A series of countries endorsed Toure’s resolution, with South Africa, Cuba, Nigeria and Saudi Arabia taking the floor. The chairman called for a show of hands to measure support for the resolution. “I want the feel of the room,” he offered innocuously. According to the ITU’s procedures, the chairman had the prerogative to seek a simple show of hands — little placards, really — to assess the weight of opinion on a given issue or provision. And he also could interpret that expression opinion, known as the “temperature of the room,” according to his own discretion, which is precisely what Chairman Al-Ghanim did. “You can lower your plate now,” he stated coolly from the dais. “The majority is with having the resolution in.”

Mass confusion erupted from the plenary floor. The delegate from Spain spoke on behalf of the dozens of member states deeply confounded by the procedural sleight of hand that apparently had just legitimized a role for the U.N. in the governance of the Internet. “I would like you to clarify whether the temperature you were taking was simply a taking of the temperature,” he asked, borrowing from the arcane conference nomenclature.

“No it was not a vote, and I was clear about it,” Al-Ghanim replied. Although it was not voted on, the resolution was nonetheless adopted at the discretion of the chairman, its language to be incorporated into the final treaty text. “We have reached the end of the time,” said the chairman. “Thank you, and have a good night.” According to the official transcript of the proceeding the plenary session then concluded, at precisely 1:31 a.m.

The conference’s fate was now sealed. It would likely end in angry discord because the red line of Internet governance had been crossed. Before the formal debate was concluded other Internet provisions were crammed into the treaty, dangerous precedents recently enumerated in a news analysis for the Financial Times. At the insistence of Russia, China and several Arab states, the new treaty includes a provision mandating coordination on cybersecurity, defined euphemistically in the treaty as “network” security. The treaty calls on the U.N. International Telecommunications Union (ITU) and its member states to accede to vague commitments that experts fear may evolve into an effort by state governments to engage in the global surveillance of Internet traffic.

Encouraged by African states and supported by countries such as Iran and Saudi Arabia, the treaty creates a requirement that member states seek to defend against Internet spam, which is imprecisely defined as “unsolicited bulk electronic communications.” Critics of the provision noted that spam is easily managed by commercially prevalent software programs, and warned that the expansive definition it applied could be appropriated as a tool to censor content on the Internet ranging from political speech to Web advertising. Yet that vague definition was more than satisfactory for some of the member states. “Spam is spam!” the delegate from Iran complained. “I don’t need a definition!”

Finally, the scope of the treaty and the entities to which it could be applied was never clarified. Under the treaty’s fuzzy language, its jurisdiction could potentially be applied to Internet service providers, private networks, and even government networks.

When the full panoply of provisions relating to Internet governance was clearly defined, the U.S. signaled its refusal to sign the treaty. The U.K. and Canada quickly followed. Eventually, all of Europe refused to sign the treaty, along with Japan, Costa Rica, Australia, New Zealand, and Latvia. In total, 55 countries rejected the agreement.

Silicon Valley should take note of the international debate in Dubai. The collapse of the global dialogue about the future of the Internet foreshadows a conflict that will almost certainly accelerate in coming years. The Internet’s prevailing governance paradigm revolving around the private sector, technical cooperation, innovation and multi-stakeholder management will be increasingly challenged by world governments. Why? The Internet is simply too consequential a strategic and geopolitical resource for many global powers to not seek to control it. In that sense, Dubai was only the first battle in an emerging global contest to shape the future of the Internet.

The author is a managing director at Silver Lake, and served as a member of the American delegation to the World Conference on International Telecommunications in Dubai. He writes in his individual capacity, and the views expressed here are his own.

It seems like a month does not pass without another rumor about when Chinese Internet powerhouse Alibaba Group will have its much-anticipated IPO.

Today, in the latest loosely-sourced report, a newsletter quoted a Chinese-language site on a leaked memo that allegedly said the preparations would begin in the second half of 2013 for a public offering in late 2013 or early 2014.

Maybe not so fast, according to sources close to the situation, who note that incentives in a recent stock buyback with major shareholder Yahoo could drive a public offering to the end of 2015.

The timeframe is not a deadline, of course, but Alibaba benefits more if it does its IPO by then. Sources said the IPO will depend entirely on market timing and there is not a current plan to do so soon.

The news matters a great deal to Yahoo investors, especially because much of its market valuation is still made up of the remaining 22 percent stake it still holds in Alibaba, as well as its assets in Yahoo! Japan.

Yahoo completed the sale of half its stake in Alibaba earlier this year for $7.6 billion, netting the Silicon Valley Internet giant about $4.5 billion — most of which is being used for repurchases of shares.

As Alibaba noted at the time of that deal:

“Under the terms of the agreement with Yahoo!, Alibaba Group has the right to repurchase one-half of Yahoo!’s remaining stake upon a qualifying initial public offering in the future. Yahoo! originally acquired its stake in Alibaba Group in 2005 in exchange for US$1 billion and sale of its Yahoo! China business to Alibaba Group.”

Since then, Alibaba’s value has risen dramatically on a strong performance in its various units, including e-commerce giant Taobao.

At the time of its stock buyback with Yahoo, Alibaba’s value was $40 billion, which some think will rise strongly over the next few years.

That’s no guarantee, of course, and it depends how Alibaba’s business in China and elsewhere fares. That has not stopped some Yahoo investors, in fact, from flogging gigantic Alibaba IPO valuations, despite the fact that the company is mulling whether to keep it lower to avoid a Facebook-like debacle.

And while it’s clear the company is eventually headed for an IPO, those close to the situation said its management is not in any rush, especially with a recent influx of capital from investors such as Silver Lake, DST Global, Temasek and Yunfeng Fund.

“So many rumors have been floated on this IPO and we can expect a lot more until it actually happens,” said one source.

Go Daddy, the world’s biggest Web hosting and domain registration company, has hired former Yahoo Chief Product Officer and Microsoft exec Blake Irving to be its new CEO.

The privately-held Scottsdale, Ariz.-based company said Irving would start his new job on January 7 and will also join its board of directors. He is replacing Kohlberg Kravis Roberts’ Scott Wagner, who served as interim CEO since the summer, after Warren Adelman stepped down after only eight months on the job.

Private equity firm KKR is a major investor in Go Daddy, along with Silver Lake. The pair, as well as Technology Crossover Ventures, purchased a major stake in the company for $2.3 billion in a leveraged buyout in 2011. Go Daddy Executive Chairman and founder Bob Parsons — well known for being outspoken — also still holds a large percentage.

Go Daddy — which had sales of $1.3 billion in 2012 from fees from a wide variety of services offered to 11 million small business customers — is the largest registrar of Web sites, managing 54 million domains and hosting more than 5 million accounts. But it has been expanding the suite of services it offers.

“Go Daddy is an on-ramp for small business and I view it as a platform at tremendous scale for them,” said Irving in an interview yesterday, who noted he had 45 domains at Go Daddy himself. “There is a real vision here at further combining all these capabilities and opportunities here in the U.S. and internationally.”

For example, Go Daddy said that it recently bought Outright.com, a cloud-based financial management app, and also launched a mobile Web site-building tool.

Irving, as well as Wagner, underscored the global opportunities he intended to focus on. “If we move quickly, we can manage these opportunities into a bigger juggernaut,” he said, noting companies like Google, Intuit and others were also seeking to expand.

Currently, said Wagner, about one-third of customers added are internationally based and the business is about 25 percent of revenue, although most of the 3,400 Go Daddy employees are based in Arizona.

Go Daddy is not without its controversies — it has gotten dinged in recent years for its racy advertisements featuring scantily-clad women and also its support of the Stop Online Piracy Act (SOPA), which it later pulled.

Irving was a longtime Microsoft exec, including heading its Windows Live platform. Most recently he served as Chief Product Officer at Yahoo, before resigning earlier this year under the regime of now-ousted CEO Scott Thompson. He is a graduate of San Diego State and got his MBA degree from Pepperdine University.

John Chen

Private equity firm Silver Lake has appointed former Sybase CEO John Chen as a senior adviser. Chen had a long tenure at the SAP-owned enterprise mobility and database software and services company, having served as chairman and CEO since 1998.

SAP acquired Sybase in 2010 for $5.8 billion, but Chen stayed on until he stepped down just last Friday.

Chen was widely credited with turning Sybase around, as well as spearheading its moves into the fast-growing mobile enterprise arena.

In an interview with Bloomberg, the 57-year-old tech exec said:

“It’s time for me to relinquish the ownership of this franchise. I always thought about this like marrying off your daughter. You know it’s the right thing to do, you just want to hold on a little more — but it’s time to move on to other challenges.”

Joining the powerful Silver Lake, which is a big tech investor, appears to be that very challenge.

“I am very pleased to join Silver Lake, which is a central player in the global technology industry and really the only firm that works at large scale with a true tech focus,” said Mr. Chen in a statement.

Before Sybase, Chen was CEO and president of Siemens Pyramid, a unit of Siemens Nixdorf. He currently is on the boards of Disney and Wells Fargo. He is a graduate of Brown University and the California Institute of Technology.

“John will play a critical role in evaluating potential new investments and driving operational improvements and other strategic initiatives across our portfolio companies,” said Silver Lake managing director Charles Giancarlo, also in a statement. “His deep roots in the technology sector, with more than three decades of operational experience, as well as expertise on a range of political and economic policy issues, especially in Asia, will be extremely valuable.”

One expression of that strategy — and a controversial one at that — was the nearly $12 billion acquisition of the British software firm Autonomy, announced 13 months ago. HP ultimately didn’t spin off its PC business, but its acquisition of Autonomy stuck. Now it is firmly part of HP’s software business.

As CEO Meg Whitman struggles to turn HP around, software is still a key part of her plans. While Whitman has made no secret of her opinion that Autonomy needs attention, there are some solid bits of HP’s software business — like Vertica and ArcSight — that are showing significant promise, if only they could grow.

Finding a way to get them growing is the job of George Kadifa. In June, HP named him as executive vice president, head of the company’s software business and a member of its executive council. Kadifa knows a bit about the software business. He spent seven years as a senior vice president at Oracle, and then ran his own company, Corio, for six years, until it was acquired by IBM for $182 million in 2005. From there, he went to investment firm Silver Lake, where, as partner, he pushed portfolio companies to improve their operations.

Kadifa sat down with AllThingsD last week at the software unit’s new headquarters in Sunnyvale, Calif., for his first interview since joining HP. We talked about how he plans to fix its weaknesses, improve its strengths and make software a more sizable piece of HP’s overall business.

AllThingsD: George, you joined HP to head up its software business unit in June. You’ve reached the 100-day mark, so give us your assessment of where you see things now and where they’re going.

Kadifa: A lot of good things are happening. We’re at about $4 billion in revenue, so if you look at HP Software as its own business, we’re about the fifth- or sixth-largest software business in the world. We have a great customer base; having worked at IBM and Oracle and now HP, customers really like us, versus previous experience. And we have a lot of products. A lot of them we acquired rather than built in-house.

Among the recent acquisitions, Vertica is one where the consensus seems to be that it was a pretty good deal. Where do you see Vertica going in particular, and what sets it apart?

One is the technology, which we think is second to none. When you think about it, the idea of taking data in columns and then arranging it in a row fashion, it seems like sort of a trivial difference. But it’s really unbelievable what it gives you in terms of capabilities. Say you’re storing a thousand names, you’ve got first names and last names. Let’s say five of those guys are named Arik. Normally you’d store five Ariks in a column. But here, instead of listing the name five times, you make a note above it with a five, so you know the name occurs five times. Now when you search through that list it’s so much more efficient, it’s two or three orders of magnitude faster, which means it’s 100 to 1,000 times faster than classic relationional technology. It has turned out to be a real diamond for us.

Yet it’s a small diamond. Yes, it’s growing, but how do you get it to grow fast enough that it becomes a more meaningful part of HP?

It’s a fair question. What we started with was a business with revenue in the low millions. It wasn’t in the $100 million range in revenue. It was really a project with some customers. We took it, and now it’s in the middle-double-digit millions. I can see us getting to $100 million with Vertica in a very short period of time. And there’s no reason it can’t be a billion-dollar business.

Let’s wrestle with the situation at Autonomy a little. You just named Robert Youngjohns to run it. Unlike Vertica, the consensus here is that Autonomy was an expensive deal that hasn’t come close to meeting expectations yet. What do you see happening there?

We just had a two-day planning meeting with everyone from Autonomy, where we went through the current status and looked at where we’re heading. The key for us right now is to get fiscal year 2013 on track, and that starts Nov. 1, so we’re working on that right now. Basically, when you look at Autonomy, the core unit is the IDOL Engine, which is the unique capability of meaning-based computing. We’re going to double down on that. In our labs in Cambridge, England, we have 40 or 50 mathematicians writing algorithms. And we’re going to build a team here in the U.S. to productize it and create a platform around it, because it has that potential. Frankly, the way Autonomy was managed previously, they put a lot more emphasis into enabling applications, which was fine, but our belief is that there’s a broad agenda, which is creating a platform around meaning-based computing. So we will maintain those apps, but at the same time we’ll open up the capabilities to a broader set of players outside HP.

It sounds like what Autonomy was doing was growing by acquisitions and then creating a more vertical stack of applications prior to HP’s ownership, rather than taking a broader, more horizontal approach. It sounds to me like HP wants to make Autonomy more horizontal. Is the potential there?

You’re correct. And, yes, the potential is there. I asked Autonomy that very question about why they went vertical instead of horizontal, and the answer that I got was that it came down to a difference of culture between the U.S. and Europe. In Europe, they tend to make things complex in order to create more value. For example, they saw the IDOL engine as too complex to just give it to people. Instead they thought they should acquire vendors and then create value by enabling applications. Here we take something that’s complex and we ask how we might simplify it in order to give it more scale for a bigger market. So, some of that difference was cultural, and some of it was that I think they fell in love with these acquisitions. … We think Autonomy’s technology has broader implications. And to reach that potential, we have to open it up as much as possible. And we’re also working with other organizations inside HP — PCs, printers, servers — to basically produce additional synergies.

Are the teams ready and primed? Meg Whitman, your CEO, and CFO Cathie Lesjak have made no secret that, so far, they have seen Autonomy’s ability to respond to deals that had been teed up by HP as lacking. Is the structure in place to address that problem?

It’s not in place yet, but the situation has settled down somewhat. The processes are working. The reason is that initially we kind of left Autonomy alone, and then we tossed a bunch of deals at Autonomy. The initial plan was to keep it intact, have the HP salesforce bring in deals, and everyone would be happy. One problem is that there were too many deals, and second is that the deals weren’t well-qualified. So what we did next was put in place a management process around sales cycles at Autonomy.

There’s been a lot of turnover there. Obviously, the former CEO, Mike Lynch, left, but so did a lot of the people who worked with him. Does that hurt the institutional memory at all?

No. Basically we lost the top half-dozen people. And you always expect that with an acquisition, especially with people who have grown up as entrepreneurs and will always be entrepreneurs. The remaining people running the products lines are still around, and so is the salesforce. The development guys in Cambridge and Chicago are still there.

Michael Dell has basically said he intends to keep growing his company by acquisition. Your boss, Meg, has said that we can expect no major acquisitions for the forseeable future — at least until the balance sheet is in better shape. If there were going to be acquisitions, even small ones, I would imagine they’d more likely be in software. Is that a fair statement?

I don’t want to say anything on Meg’s behalf. From a software point of view, if there are tuck-in acquisitions that can help us develop our technology, I’ll go and request to do it. The cash we generate from software would cover us. So that’s the thinking right now. We need to learn as a business how to grow organically because that’s where all the value is. At Silver Lake we did analysis on companies that grew by acquisition: Oracle, SAP, Microsoft, IBM, EMC and others. You find that their revenues grow and their profits grow. But what doesn’t grow, and what actually shrank from 2006 to 2011, is their multiples. Their valuations multiples shrank. What the market is saying is that just making acquisitions doesn’t add any value unless they create organic growth. That is how we look at it here. We’ve done a ton of acquisitions, so the task now is to create more organic growth because that is what the market will value.

According to sources close to the situation, Yahoo will officially close the multi-billion-dollar sale of half its assets in China’s Alibaba Group in one week.

Sources said the deal is set to be announced next Wednesday, in which the Chinese Internet giant will pay the Silicon Valley company $7.6 billion to buy back 20 percent of Alibaba. Yahoo still owns another 20 percent.

Yahoo will get $7.1 billion in the transaction, as well as a $550 million payment related to the ending of licensing fees that Alibaba has paid annually to Yahoo.

It’s a huge return from when Yahoo co-founder Jerry Yang led a $1 billion investment in the then-fledgling Alibaba seven years ago, with a belief in its CEO and co-founder Jack Ma.

But once-cordial relations between the companies became tense in the ensuing years, as Ma sought to lessen Yahoo’s 40 percent ownership.

After many public kerfuffles, Yahoo finally agreed earlier this year to sell half its stake. It still holds 20 percent, which could eventually reap even larger returns once the fast-growing Alibaba goes public in several years. Yahoo is required to sell 10 percent at that IPO and must sell the rest after that.

Still, Yahoo is getting a pile of money now. After taxes, that gives new CEO Marissa Mayer about $4.5 billion to use in some as yet undetermined way. But it will most likely be for a series of acquisitions to try to reinvigorate the long-troubled company.

Yahoo’s board and later its CFO Tim Morse had promised to return the money to shareholders by way of a stock buyback. But, last month — in a move that quickly depressed Yahoo’s shares and angered major investors — the company filed a statement saying that Mayer was reevaluating that move and could keep the money for other strategic reasons.

Given what a huge windfall it is getting, it will be interesting to see if the board of Yahoo — which is meeting next week, sources said — will choose to return a portion of the Alibaba money to shareholders. A recent similar move by AOL — using money it got from selling patents — was partially the reason for the recent run-up in its stock.

Yahoo could also presumably also give a special dividend to shareholders, but that is less likely.

That will be the question once Yahoo gets its cash in the kitty, which is no small feat.

The complicated transaction spans the globe, given the size of the borrowing — $8 billion, which will value Alibaba at $43 billion — that the company is doing to regain some control from Yahoo. The deal includes debt, as well as the sale of both convertible preferred and common shares, and includes a wide range of players.

That includes current investors, such as Silver Lake, DST Global and Singapore’s Temasek Holdings, as well as many others.

“This is a lot of money flying around the world to complete this,” said one person close to the situation.

Speaking of more money, it’s still unclear where Yahoo is in its long and very drawn out negotiations with its other Asian partner, SoftBank, over selling its stake in Yahoo! Japan.

Sources said the deal was proceeding well right before Mayer was hired, but that she slowed down the talks to reevaluate the prices being discussed. Since then, shares in Yahoo! Japan have appreciated strongly, while shares in Yahoo itself have lagged.

It’s a good thing that Yahoo has both its Asian assets — the value of them now makes up most of the company’s valuation.

Until, of course, Mayer figures out a way to turn the money Yahoo is getting into more gold.

An Alibaba spokesman declined to comment and Yahoo’s PR spokeswoman never speaks as per usual.

Without further ado, here’s one of the more controversial interviews of the 10th D: All Things Digital conference — Hollywood super-agent Ari Emanuel unplugged.

Actually, he is usually a very live wire, which the crowd at the event did not get to see burning hot until the very end, in a testy exchange with The Verge’s Josh Topolsky.

This exchange caused some level of debate online over Emanuel’s brusque manner, including some cursing. But — however riveting it is to watch their argument devolve from initially like a funny wrestling match to really pissed-off — there’s a lot more to the interview to pay mind to.

Emanuel — who co-heads William Morris Endeavor, one of Hollywood’s most important talent agencies — talked about a range of issues, from a recent investment by private equity firm Silver Lake to spur more digital initiatives, to the state of the entertainment industry, to crowdfunding movies.

But it was the topic of intellectual property piracy that got Emanuel’s content-loving juices flowing, taking particular aim at Google for not doing enough to filter out stolen copyright-protected material.

Here’s the video of the full interview:

]]> http://allthingsd.com/20120625/hollywoods-ari-emanuel-has-strong-opinions-about-content-the-full-d10-interview-video/feed/ 0 http://allthingsd.com/20120502/silver-lake-grabs-large-minority-stake-of-wme-to-push-digital-initiatives/ http://allthingsd.com/20120502/silver-lake-grabs-large-minority-stake-of-wme-to-push-digital-initiatives/#comments Wed, 02 May 2012 17:59:41 +0000 Kara Swisher http://allthingsd.com/?p=202614

Large private equity firm Silver Lake is buying a large stake in powerful Hollywood talent agency William Morris Endeavor Entertainment, which is being described as a way to turbocharge its digital efforts.

While the pair would not disclose any financial details of the deal, which they are calling a “strategic partnership,” sources said Silver Lake is acquiring 31 percent of WME.

“Over the years, we have been brick-building, as we have been doing more and more digitally,” said Patrick Whitesell, co-CEO of WME with Ari Emanuel, in an interview today. “But the opportunities are so vast, there is a need for more capital to do more.”

Whitesell and Emanuel said they had been considering a range of investors, especially among media entities, but that they wanted to work with Silver Lake since it had more digital experience as an active investor in technology.

Skype, for example, was the driver of the sale of Internet telephony giant Skype to Microsoft for $8.5 billion, while WME reps stars such as Matt Damon and Hugh Jackman, among others.

“In addition to capital, we really wanted a partner to help us build it out that had more technology expertise,” said Emanuel. “We are good with brands and creative and talent, but there are many more Silicon Valley opportunities.”

In fact, WME has long tried to up its digital portfolio to respond to the needs of its clients and the changing nature of entertainment distribution as consumer Internet use has exploded. That’s included a digital advertising effort, as well as one in online gaming.

Silver Lake, which has most recently looked at investing in Yahoo, it was a chance to get closer to a trove of premium entertainment content.

“You have two forces at play, ubiquitous distribution and four billion people connected,” said Silver Lake’s Egon Durban. “As that distribution has been commoditized, the only way to differentiate is through A-plus content.”

Along with the core investment, WME and Silver Lake said they will also be considering other possible deals together as they move forward.

“There is nothing we like more than handing our best partners more money,” said Durban, who will join WME executive committee and also help create a technology advisory counsel at the firm.

Calling Marc Andreessen! Actually, in an interesting factoid, it was the well-known tech investor and entrepreneur who introduced Durban to Emanuel.

But this movie has been shown before and is not the first Hollywood-tech hookup to happen. A variety of efforts have waxed and waned over the years — most of which have largely been underwhelming.

Last year, for example, Accel Partners invested $40 million in Legendary Pictures and, back in 2008, Accel, the then William Morris Agency and AT&T formed an investment consortium to focus on Southern California start-ups.

Most closely related was the 2010 deal, in which TPG Capital took a 35 percent stake in Creative Artists Agency.

Here is the official press release on the Silver Lake-WME deal:

WME Press Release_5 02 12_FINAL

]]> http://allthingsd.com/20120502/silver-lake-grabs-large-minority-stake-of-wme-to-push-digital-initiatives/feed/ 0 http://allthingsd.com/20120314/to-stanch-layoffs-yahoo-has-been-shopping-its-ad-technology-platforms-to-google-microsoft-and-others/ http://allthingsd.com/20120314/to-stanch-layoffs-yahoo-has-been-shopping-its-ad-technology-platforms-to-google-microsoft-and-others/#comments Wed, 14 Mar 2012 15:04:23 +0000 Kara Swisher http://allthingsd.com/?p=186081

In an effort to minimize the impact of massive layoffs that Yahoo’s top management has been planning, according to sources close to the situation, one of the latest ideas to save costs and presumably jobs by new CEO Scott Thompson is to sell off much of its advertising technology platform, including Right Media.

And among the possible buyers Thompson has been targeting in recent visits: Google and Microsoft, as well as Silver Lake, the private equity firm that had once been talking to the Silicon Valley Internet giant about making a large investment in the company.

(That particular deal has gone south, but there is always yet another scheme on the horizon at Yahoo!)

The concept behind such a sale, according to several sources inside and outside the company, is to turn a cost center into a revenue source, with Yahoo essentially outsourcing a business that was a cornerstone of its strategy. A negotiable number of employees affiliated with those units would then move over to the new owner.

The most ideal plan, said sources, would be to sell Yahoo’s whole advertising technology “stack,” including the Right Media Exchange, a marketplace for advertisers, publishers and ad networks to trade online ads. Yahoo bought it for $700 million in 2007.

According to info on the company’s site, it has “300,000 active global buyers and sellers and more than 11 billion daily transactions.”

Also part of the possible package is APT, a system Yahoo has built to make buying and selling online advertising easier. In addition, Yahoo’s technologies for display-ad serving have been mentioned as a possibility for sale.

It’s unclear what the potential sale means for the new ad strategy that U.S. boss Ross Levinsohn and his lieutenant Jim Heckman have been pursuing since last summer. That plan included its own acquisition of ad network Interclick and an attempt to sync up with rivals AOL and Microsoft in an effort to fend off Google and some third-party players, like ad networks.

But the reason for contemplating much a major move — which has been considered before, but never has been seriously offered — are obvious: While Yahoo once dominated this arena, it has steadily lost ground, especially to Google. The search giant has made almost all of its money in search-related ads, but has been moving aggressively via its DoubleClick and other ad-serving entities into higher-level ads.

Microsoft has also been trying to compete, as has AOL, but it’s getting to be an expensive race, and one where Yahoo would have to make major investments to once again gain momentum. Building up this business again had been the aim of co-founder Jerry Yang, who wanted to go big in the arena in a number of ways before he left the company earlier this year.

But those days seem to be over at Yahoo.

“A lot of what has happened so far under Scott [Thompson] has been trying to find more revenue anywhere it can be generated, and get out of businesses that are not growing,” said one person. “Right now, it’s a lot about what we shouldn’t do rather than what we should.”

That has meant visits to see both Google and Microsoft about possible deals by Thompson, with the involvement of CFO Tim Morse and Chief Product Officer Blake Irving.

Thompson (pictured here) has also recently been talking to Silver Lake about the ad-platform sale, in a deal that might include the Andreessen Horowitz venture fund. This would be a different kind of transaction, said sources, in which a separate company would be formed, with Yahoo owning a piece and contracting with the new entity to provide ad technology.

All this activity is related to the layoffs in the works of perhaps thousands of employees, which were to have been communicated to the company this week.

Sources said those have been delayed for some weeks for several reasons, including whether to consider more deeply if certain larger business units can be spun off, sold or somehow transformed. (To be clear: Major layoffs are still being planned, but now might take place in two parts, said sources, in what is a quickly changing and volatile atmosphere at Yahoo.)

Another area being looked at, said sources, is Yahoo’s search advertising partnership with Microsoft, which has not been as successful as had been expected. While Yahoo has been working with the software giant about improving the results, Thompson has apparently been contemplating other possibilities, including working with Google (calling all regulators!) and/or laying off up to 900 employees who work on the company’s search offering.

Any of these moves could, of course, cause a firestorm of controversy, which Thompson appears to not worry much about. He was the driving force in Yahoo’s patent lawsuit against Facebook earlier this week, which is largely attracting a negative reaction across the tech landscape.

A number of prominent voices have spoken out against the legal action, including well-known VC Fred Wilson, who yesterday penned a poisonous blog post, titled “Yahoo Crosses the Line.”

It ends thusly: “I am not writing this in defense of Facebook. They can and will defend themselves. I am writing this in outrage at Yahoo! I used to care about that company for some reason. No more. They are dead to me. Dead and gone. I hate them now.”

Ouch!

Also weighing in publicly via Twitter was former Yahoo director Eric Hippeau, who was one of the company’s first investors, which is embedded below:

Pathetic and heartbreaking last stand for Yahoo bit.ly/yirCcj It’s all over. I loved you very much.

— Eric Hippeau (@erichippeau) March 13, 2012

Double ouch!

All I can say is that Thompson certainly has a lot of gumption. That has actually been his M.O. from the start, said several sources, with the former president of eBay’s PayPal payments unit and dark horse cold-emailing his way into the Yahoo CEO job.

True story: He had not been among its list of possible candidates — largely because he had been placed in his job at eBay many moons ago by Heidrick & Struggles, which was conducting the Yahoo CEO search, and that’s a talent acquisition no-no to poach someone you placed.

That did not stop Thompson, who thought he might be good for the job and reached out directly to board members at the end of the selection effort, which then led to the search committee and soon enough to the job in what was a very quick vetting and secretive (although not secretive enough!) hiring process.

Since then, Thompson has been on a tear, from working on a restructuring to trying to assuage activist shareholder Dan Loeb to helping put the kibosh on its Asian stake sale talks to suing Facebook. And now this sale effort, too.

If the peripatetic Thompson — who might need a dose of Ritalin before this thing is over — wanted to get noticed by the tech powers that be: Mission accomplished!

“He’s definitely someone who appears to have decided on shooting the moon with a lot of these actions,” said one person close to the situation, referring to the move in the card game of Hearts, which is a risky gambit to capture every penalty card worth 26 points in order to win. “I just hope no one loses an eye in the process.”

(That would be triple ouch, by the way.)

No comments all around, but everyone was certainly cordial on this rainy morning.

]]> http://allthingsd.com/20120314/to-stanch-layoffs-yahoo-has-been-shopping-its-ad-technology-platforms-to-google-microsoft-and-others/feed/ 0 http://allthingsd.com/20120126/yahoo-ceo-meets-with-pe-firms-pipe-might-be-dead-but-what-else-is-there/ http://allthingsd.com/20120126/yahoo-ceo-meets-with-pe-firms-pipe-might-be-dead-but-what-else-is-there/#comments Thu, 26 Jan 2012 15:56:07 +0000 Kara Swisher http://allthingsd.com/?p=167656

According to sources close to the situation, new Yahoo CEO Scott Thompson is meeting with the two private equity firms that had made previous partial investment overtures to the Silicon Valley Internet company.

While those deals are now tabled, sources said that Thompson and the Yahoo board still wants to engage investors — Silver Lake and TPG Capital — in discussions about how to best turn around Yahoo.

Thus, sources said, Thompson was interested in meeting with the firms — as well as others involved, such as VC Marc Andreessen, who had been working with Silver Lake — in order to discuss their ideas and get up to speed on them.

And, of course, keep the discussions alive to see if there is any kind of different deal to be done in the future.

That’s after, of course, Yahoo completes its complex negotiations with its Asian partners — Alibaba Group and SoftBank — over selling off parts of its own stakes there.

While Yahoo’s success in resolving Asia is not assured, this transaction was a key part of proposals for a PIPE — Private Investment in Public Equity — deal that both Silver Lake and TPG had made.

But, after shareholders looked askance on such a deal due to price and other issues, Yahoo decided to negotiate on its own and picked a new CEO.

Still, in a have-your-cake-and-eat-it-too move, the company leadership also did not want to close the door on the PE firms (and their money and expertise). completely.

That’s especially true, since the distinct possibility of a proxy fight from activist Yahoo investor Daniel Loeb is now hovering over the company’s neck.

Both Loeb and Yahoo are scrambling to prep for the potential battle. Loeb is trying to assemble a slate of alternate directors, and shoring up other major Yahoo shareholders as allies, while Yahoo is moving to shed some directors while also adding new ones.

Hence, the meetings with PE firms to keep the proverbial ball rolling, which presents at least the facade that the company is intent on turning the core parts of Yahoo around by any means possible.

Sources close to the PE firms remain dubious, with both feeling burned by the last process.

“I’m not sure anything will come of this, and the way Yahoo conducted the last talks was not encouraging,” said one source. “But it does not cost anything to keep listening.”

]]> http://allthingsd.com/20120126/yahoo-ceo-meets-with-pe-firms-pipe-might-be-dead-but-what-else-is-there/feed/ 0