Carl Icahn Just Ruined Michael Dell’s Week, Flashing $5.2 Billion At Dell Shareholders

Carl Icahn

(Reuters) – Billionaire investor Carl Icahn asked for a meeting with Dell Inc’s special board committee after lining up $5.2 billion in loan commitments to back up his bid for a leveraged recapitalization of the personal computer maker.

Icahn, in an open letter to Dell shareholders, said that financing commitments included $1.6 billion from Jefferies Finance LLC, which will publicly file the papers after markets close on Monday.

“With that we put an end to the unwarranted speculation by Dell that our money would not be available,” Icahn said in the letter.

Obtaining the debt financing marks a critical step forward for Icahn’s and Southeastern Asset Management’s alternative bid for the company. Icahn and Southeastern are asking shareholders to tender 1.1 billion shares at $14 apiece.

The tender offer compares with founder Michael Dell’s and Silver Lake Partners’ $24.4 billion buyout at $13.65 a share, a price Icahn said substantially undervalues the company. Dell’s special board had recommended Michael Dell’s offer to shareholders.

Ichan’s effort at putting together a superior competing bid for Dell has been rebuffed so far by the special board committee. He asked for a face to face sit down meeting with the board to discuss the offer.

A Dell spokesman was not immediately available for comment.

Icahn was expected to have the financing ready by Monday, ahead of an ISS meeting that could take place as early as this week. ISS is a shareholder advisory group that is expected to publish its view on Dell’s bid. A July 18 shareholder vote on Dell’s take private plan will follow.

The $5.2 billion financing includes a $2.2 billion, six-year term loan B-1 and a $3 billion, 3.5-year term loan B-2, sources told Thomson Reuters LPC.

Pricing on the TLB-1 is set at LIB+400 with a 1 per cent Libor floor, while pricing on the TLB-2 is set at LIB+350 with a 75 basis-point Libor floor. Both tranches are offered at a discount of 99.5 cents on the dollar and will carry 101 soft call protection for one year.

The pricing, original issue discount and fee structure, as well as low leverage of 1.7 times, made the loan package attractive to investors, said sources evaluating the transaction.

As an unusual perk, lenders will share in the profits if a different but higher bid prevails. Joint lead arrangers will earn 7.5 per cent of the difference between the winning bid and Dell’s current $13.65 per share offer times the roughly 227 million shares that Icahn and Southeastern jointly own.

The loan also pays a 1.5 per cent underwriting fee and a 2 per cent arrangement fee. The six-year tranche will have standard 1 per cent amortization, while the shorter-dated tranche amortizes at 10 per cent per year.

Icahn’s proposed tender offer will be financed with $7.5 billion of cash on the balance sheet, the $5.2 billion credit facility and $2.9 billion from the sale of receivables.

If Icahn’s alternative proposal prevails, the loans would launch to a broader range of institutional investors before September 30, or the three-month commitment period of the $5.2 billion loans, according to sources.

(Additional reporting by Poornima Gupta; Editing by Gerald E. McCormick, Caleb Frazier and Bernard Orr)