Dell Buyout Alternative Moves: Southeastern, Icahn List 12 Nominees For Dell Board


Dell on Monday said investment firm Southeastern Asset Management, through its partnership with Longleaf Partners, and affiliates of Carl Icahn have passed a list of 12 people they plan to nominate for the Dell Board of Directors during the company's upcoming annual stockholder meeting.

The list of 12 nominees, which Dell published in a Monday SEC filing, came the same day Dell's special committee responded to Carl Icahn's and Southeastern Asset Management's alternative proposal of a planned move to take Dell private.

The list is also the latest in a string of moves by Southeastern Asset Management and Icahn's affiliates to restructure Dell's bid to go private in a $24.4-billion leveraged buyout.

[Related: Dell Go Private? History, Research Say It Could Be Good For Everyone Involved]

Southeastern and Icahn since early March have expressed willingness to provide an alternative to Dell's privatization bid, saying the bid does not reflect true shareholder value in the company.

Sonia St. Charles, CEO of Davenport Group, a St. Paul, Minn.-based solution provider and Dell partner, said her company is still hoping to see Dell founder Michael Dell take his company private as a way to see that company's vision of moving from its PC roots to become an enterprise-focused IT solution and services provider realized.

"The problem with Icahn and the others in the process is, any time you change the leadership, it's like trying to turn a battleship," St. Charles said. "A new Board and leadership are very disruptive."

St. Charles said her company recently visited the Dell headquarters in Round Rock, Texas, and got the feeling that all the noise around a potential buyout of the company is already having an impact.

"We heard some of the mid-level managers talking about the situation openly and with uncertainty," she said.

Longleaf Partners Fund, for which Southeastern Asset Management is an advisor, on Monday told Dell in a letter that it intends to nominate six people to the Dell Board of Directors, including Matthew C. Jones, Bernard Lanigan, Jr., Rahul N. Merchant, Peter van Oppen, Howard Silver and David A. Willmott.

At the same time, Carl Icahn and affiliates nominated six other people for the board including Icahn, Harry Debes, Dr. Rajendra Singh, Gary Meyers, Daniel Ninivaggi and Jonathan Christodoro.

No additional biographical details were provided.

Dell, in its SEC filing, said that Southeastern Asset Management and the Icahn affiliates plan to nominate the 12 people as a single slate and will be preparing a proxy statement related to that nomination.

PUBLISHED MAY 13, 2013