To perform painful surgery on its business model, Dell needs to take the company private. Seeing challenges in raising the needed $22B, Microsoft "generously" proposes to contribute a few billions. Is this helping or killing the deal?
The news broke two weeks ago: Dell wants to go private. The company would like to buy back all of its publicly traded shares.
The Apple forums are abuzz with memories of Michael Dell's dismissal of Steve Jobs' efforts to breathe new life into Apple in 1997:
What would I do? I'd shut it down and give the money back to the shareholders.
Is it now Michael's turn to offer a refund?
Now we hear that Microsoft wants to lend a hand, as in "several billion dollars". The forums buzz again: It's just like when Bill Gates came to Jobs' rescue and invested $150M in the Cupertino company, thus avoiding a liquidity crisis.
The analogy is amusing but facile. Dell 2013 isn't Apple 1997. A look at Dell's latest financials shows that the company still enjoys a solid cash position ($14B) and a profitable business (3.5% net profit margin). It's profits may not be growing (-11% year to year), but the company is cash-flow positive nonetheless ($1.3B from the latest quarter). There's no reason to fold up the tents.
As for Microsoft's involvement: The Redmond company's "investment" in Apple was part of a settlement of an on-going IP dispute. Microsoft avoided accusations of monopoly by keeping alive a highly visible but not overly dangerous adversary.
So what is Dell trying to accomplish by going private? To answer the question, let's step back a bit and explore the whys and hows of such a move.
First, we have the Management Buyout. Frustrated with Wall Street's low valuation, executives buy back their company "on the cheap" and run it in private for their own benefit. This rarely ends well. Second-guessing the market is never a good idea, and the enormous amount of money that's needed to pay off shareholders puts the execs at the mercy of bigger, smarter predators who turn out to be the ones who end up running the company for their benefit.
A good reason for going private is to allow a company to shift to a radically different business model without being distracted by Wall Street's annoying glare and hysterics. This is what Dell is trying to do. They're not shutting down shop, they're merely closing the curtain.
Is it necessary to privatize for such a move? For an example that never came to pass, recall Bill Gates' suggestion, in 1985, that Apple should get out of the hardware business and, instead, license the Mac operating system. At the time, the average revenue per Mac exceeded $2,500; a putative Mac OS license would have sold for $100. The theory was that Apple would eventually sell many, many more OS licenses than it did Macs.
The pundits agreed: "Just look at Microsoft!". Apple would jump from one slowly ascending earnings curve to a much steeper one.
Now picture yourself as John Sculley, Apple CEO, going to Wall Street with the following message: "We heard you, we've seen the light. Today, we're announcing a new era for our company, we'll be licensing Mac OS licenses to all comers for $100 apiece. Of course, there'll be a trough; licensing revenue won't immediately compensate the loss of Mac hardware sales. We need am 'earnings holiday' of about 36 months before the huge software profits flow in."
You just became the ex-CEO. Wall Street dumps your shares, effectively telling you to take them back and only return after your "holiday" is over.
As another example that didn't happen but probably should have, imagine if Nokia CEO Stephen Elop had taken his company private in 2011. Instead of osborning its Symbian business, Nokia would have had the latitude to perform the OS gender change behind closed doors and reemerge with a shiny new range of Microsoft-powered smartphones.
I'll hasten to add that these made-up examples are somewhat unrealistic: To engineer a buyout, one must raise amounts of money commensurate with the company's current valuation. Around 1987, Apple was worth about $2B, a great deal of money a quarter of century ago. In early 2011, Nokia's market capitalization was about $40B, an impossibly large sum.
Still, thanks to these buyout fantasies, we get the two key ideas: First, Dell wants to go private because it plans to alter its business model in ways that would scare nervous, short-term Wall Street shareholders; second, the required amount of money (Dell's market cap is about $22B) is a potential deal-killer.
We don't have to look very far for the changes Dell wants to make. Dell no longer likes its legacy PC business and has made efforts to reposition itself as an enterprise player (expensive iron, software and services). Going private will allow it to perform the needed surgery, stanch the bleeding, and reemerge with a much stronger income statement, rid of low-margin commodity PCs.
When we look at the money that needs to be raised, things become really interesting. Michael Dell's 15.7% ownership of the company undoubtedly helps, but the $22B market cap is still a big hill to climb. Several buyout firms and banks got involved in preliminary discussions; one group, TPG Capital, dropped out, but another, Silver Lake, has persisted in its attempt to round up big banks and other investors with enough funds to vacuum up Dell's publicly traded shares.
That's when Microsoft walks in on the discussions and offers to save Private Dell.
Clearly, Microsoft's money will help in the buyout...but will its involvement torpedo Dell's intentions? The NY Times DealBook article makes the case for Microsoft propping up the leading PC maker:
A vibrant Dell is an important part of Microsoft's plans to make Windows more relevant for the tablet era, when more and more devices come with touch screens.
This would give Microsoft some amount of control over the restructured Dell, a seat on the Board of Directors, perhaps, with ways to better align the PC maker's hardware with Redmond's software. Microsoft wants Dell's reinvigorated participation in the "Windows Reimagined" business.
But note the phrasing above: "Dell is an important part of Microsoft's plans…" Better vertical integration without having to pay the full price for ownership, the putative "several billion dollars" would give Microsoft a significant ownership, 10% or 15%. This is completely at odds with the buyout's supposed intent: Getting out of the PC clone race to the bottom.
Or maybe there's another story behind Microsoft's beneficence: The investor syndicate struggles and can't quite reach the $22B finish line. Microsoft generously -- and very publicly -- offers to contribute the few missing billions. Investors see Microsoft trying to reattach the PC millstone to their necks -- and run away.
Hats off to Steve Ballmer: Microsoft looks generous - without having to spend a dime - and forces Dell keep making PCs.