Carl Icahn’s Dell Deal Nightmare Scenario

carl icahn

Today Dell shareholders will gather to decide whether or not to take the ailing PC maker private at the wishes of founder Michael Dell, or go with notorious corporate agitator Carl Icahn’s plan for the company.

Dell, working with private equity firm Silver Lake, is offering $13.65 a share or $24.4 billion for the company. Icahn is offering warrants that could put the share price in the range of $15.50 and $18.00.

Naturally, some of Dell’s shareholders think that Icahn is bringing the sweeter deal — others simply don’t trust him.

They may have reason to be wary. Icahn has a long track record of deals where he doesn’t lose, but when CNBC’s Scott Wapner asked him if this was one of them in an epic interview last week, Icahn said no.

There is actually an Icahn nightmare scenario here.

From the interview:

“…we do have a great record, because we usually do win, but I will tell you, I could lose. I could lose. It would be a terrible situation for me as we go to proxy fight, I lose the proxy fight and I’m a minority holder and Dell runs it, who I think will get the job, and I would be a minority holder there.

That would be a pretty bad situation in my mind, because I wouldn’t want Dell running my company, so it wouldn’t be good. You know, and I would have nothing to say. At least if I, you know, had something to say, you get a guy that’s not so great, maybe if either he does well or you could hold him accountable. And if you don’t have a board where the CEO is bad you hold him accountable and try to get rid of him when he doesn’t do a good job, which happens.”

An Icahn with nothing to say would be very strange indeed, he went on:

“If you look back on all these guys, you know, it really isn’t a personal thing. And when I lose, I call them up and congratulate them, and say, hey, no matter what, no matter how I feel. If Dell wins the proxy fight, if it goes to the proxy fight and he wins, I don’t know if he’ll talk to me, but I will call him up and say congratulations, and I know I’m a big minority holder and I’m going to figure out how to get the hell out of this damn thing, but I will still say OK.”

Knowing Icahn, he’d probably find a way.