Barbarians at the Gate II

Barbarians at the Gate is the name of the scintillating book that detailed the leveraged buyout of RJR Nabisco in the mid 1980s. It was made into a movie as well and for a long time it was the biggest M&A transaction in the world. I strongly recommend the book, if you have an interest in business. ( or if you like thrillers !)

 

Take 2 seems to be happening in the goings on with Dell. The resemblance to what happened with RJR Nabisco is uncanny.

 

The Dell story started with Michael Dell, the founder teaming up with Silver Lake, a private equity firm,  and announcing a bid to take Dell private at $13.65 a share (a 25% premium over the closing price of $ 10.88 prior to this announcement). When rumours of this started to surface in January, people thought it was not a doable deal. Dell after all is a struggling PC maker in an industry which is declining with the onslaught of tablets. In any case its a fiercely competitive and somewhat commoditized industry. Whoever wants to pay top dollars for that.

 

As soon as the announcement was made, there were many murmurs that this was not a good deal for the shareholders - never mind that the stock was languishing at 35% below the bid price until rumours started to float. Carl Icahn, a famous Wall Street tycoon wanted to get in on the act. So did Blackstone, perhaps the world's largest private equity fund. Blackstone offered on Friday to buy the whole company for not less than $ 14.25 a share. Carl Icahn offered to buy 58% of the company for $15 a share.

 

Every investment bank in town is on one side of the deal or the other. So are many lawyers. Whatever happens, they will all pocket handsome fees. Money, greed, egos and insane optimism will now decide the direction of the deal. None have said what they will do with the company to realize value from what they are paying for it. Some form of stripping it and selling off pieces while keeping the rest would be inevitable. But still, how can the ugly duckling magically transform into a swan. What of Michael Dell himself. If either Blackstone or Icahn win, he will most likely be out.

 

Exactly the same thing happened with RJR Nabisco then. The book beautifully portrays the actors, their egos and their insanity. KKR "won" then, but then time proved how much of a dud deal it was as they had wildly overpaid. Now RJR Nabisco as a company does not exists. Various bits and pieces are in various places although the tobacco company RJ Reynolds still exists making Salem, Camel and Winston cigarettes. 

If you like thrillers, follow the Dell saga. And if you work for Dell, maybe its time to polish that CV.