April 23, 2024

DealBook: Dell Agrees to Open Its Books to Icahn

DESCRIPTIONChad Batka for The New York Times Carl Icahn has suggested a so-called leveraged recapitalization of Dell

Dell Inc. has agreed to open its books to the activist investor Carl C. Icahn, signaling a possible truce on one front in the battle over the computer maker’s proposed $24.4 billion buyout.

In exchange, the billionaire — who was critical of the deal just last week — has agreed to confidentiality, which silences, temporarily at least, the influential investor.

In a brief statement on Monday, Mr. Icahn’s firm said that it “looks forward to commencing its review of Dell’s confidential information.”

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By signing the agreement, Mr. Icahn will formally participate in a “go-shop” process being run by a special committee of Dell’s board. It is meant to flush out offers that could potentially top the $13.65-a-share bid made by the company’s founder, Michael S. Dell, and the investment firm Silver Lake.

Last week, Mr. Icahn appeared poised to join a chorus of opposition to the leveraged buyout proposal. That group already includes two of Dell’s biggest outside shareholders, Southeastern Asset Management and T. Rowe Price. Southeastern and Mr. Icahn have been on the same side in a battle before: Both agitated for change at Chesapeake Energy, and the two eventually won seats on the oil driller’s board.

In recent weeks, Mr. Icahn has built up a stake in Dell that he has described only as “substantial.” The exact size isn’t clear.

On Thursday, Dell’s board disclosed a letter from the activist investor calling for the company to scrap the sale in favor of paying out a special dividend of $9 a share. Such a move, which would be financed by borrowing billions of dollars, is known as a leveraged recapitalization.

If Dell did not comply, Mr. Icahn wrote in the letter, he would consider seeking seats on the board and threatened “years of litigation.”

Advisers to a special committee of Dell’s board met with Mr. Icahn last week, asking him to take part in the go-shop, according to people briefed on the matter. Company directors had wanted the hedge fund manager to provide a concrete alternative to Mr. Dell’s offer.

In early discussions with advisers to the committee, Mr. Icahn floated the idea of buying some of Dell’s shares at a price of about $15 each, these people said. But he later shifted his focus to the special dividend proposal, a move that directors had considered and discarded as inferior to the leveraged buyout.

Shares of Dell rose 1.5 percent on Monday, to $14.37, suggesting that investors believe a higher offer for the company is around the corner. Some analysts and investors have suggested that Mr. Dell and Silver Lake could prevail by improving their bid to $15 a share, something that the two are currently loath to do.

But it is unclear whether, having formally joined the go-shop process, Mr. Icahn will make a firm bid for some or all of Dell. His letter to the board last week offered to provide temporary financing for a special dividend under certain conditions, but did not specify the sources of that money.

A number of other companies have also signed nondisclosure agreements as part of the go-shop process, people briefed on the matter have said. They include Hewlett-Packard, Lenovo and the Blackstone Group.

But people briefed on the process believe that none of those companies will enter a formal proposal, instead seeking to get a rare peek inside Dell’s books.

“The special committee welcomes Carl Icahn and all other interested parties to participate in the ‘go-shop’ process,” the Dell committee said in a statement. “Our goal is to determine if there are alternative transactions that could be superior to the going-private transaction and to secure the best result for Dell’s public shareholders — whether that is the announced transaction or an alternative.”

The go-shop is scheduled to expire on March 22. Afterward, Dell is expected to begin a campaign to counter allegations that the offer from Mr. Dell is too low.

Article source: http://dealbook.nytimes.com/2013/03/11/icahn-signs-confidentiality-agreement-with-dell/?partner=rss&emc=rss

William Ackman, Carl Icahn and the Seven-Year Tiff

In one corner is Carl C. Icahn, the corporate raider who made C.E.O.’s tremble back in the 1980s and, at 75, is still chasing deals.

In the other is William A. Ackman, 45, one of Mr. Icahn’s figurative heirs and a leading practitioner of the bruising, Icahnesque craft politely known as activist investing.

These ultrarich men battled for seven years in multiple courts, over a relatively paltry $4.5 million. That might be real money to mere mortals, but to these two, it’s barely a rounding error.

So why bother? This battle, it turns out, was more about big egos than big money — and it has left both men spitting expletives. The scrape finally ended this month, with Mr. Ackman victorious. But, before it was over, the affair occupied a Who’s Who of powerful lawyers and ran up millions of dollars in legal fees, all because of an otherwise forgettable deal the pair cut back in 2004.

“The guy is a shakedown artist,” Mr. Ackman sneers. “His word is worthless.”

Mr. Icahn says: “He’s now the young gunfighter who wants to show he beat the older gunfighter with a big reputation. He just likes pounding himself on the chest.”

In the secretive world of hedge funds, most money managers prefer to keep low. Not Mr. Icahn and Mr. Ackman. They are media hounds who court public attention and regularly star at investor conferences. Both buy stakes in companies and agitate for change. Both bemoan what they see as management failures and try to shame companies into replacing their C.E.O.’s, shake up their boards and do whatever it takes to bolster the value of their investments.

In many ways, this is a generational battle, a clash of old Wall Street and new Wall Street. Mr. Icahn may at times seem trapped in the 1980s, right down to his Gecko-esque blue shirts with white collars and cuffs. After 50 years in this game, he still seems to think that most companies would be better off if they would just listen to Carl C. Icahn.

Mr. Ackman is the smart-alecky boy wonder in a crisp modern suit and a Charvet tie. He, too, has become wildly rich, albeit without the old Icahn gruffness. After losing a battle against Target in 2009, he choked up during a speech in which he quoted Martin Luther King Jr. and John F. Kennedy.

When he first met Mr. Icahn in 2003, Mr. Ackman was virtually unknown outside Wall Street circles. It looked as if he might remain so. His world was falling apart. Gotham Partners, the hedge fund he helped to found when he was in his 20s, had just blown up. The Securities and Exchange Commission and Eliot Spitzer, then attorney general of New York, were investigating him. His investors wanted their money back.

So Mr. Ackman cold-called Mr. Icahn.

He wanted to sell Hallwood Realty, a company whose stock traded at about $60. Mr. Ackman believed Hallwood was worth $140 a share. “By reputation, I knew he was a tough guy and a difficult guy,” Mr. Ackman says. “I wanted to make sure I could collect.”

He continues: “I insisted the agreement be short. I also insisted it have a mathematical example in it, so that there could be no question about the intent of the agreement.”

That’s not quite the way Mr. Icahn remembers it. He says that he was the one who was worried, and that Mr. Ackman was under investigation and desperate to sell. (Both investigations were later dropped.)

“I checked him out,” Mr. Icahn says. “He was in trouble with the S.E.C.; he had investors leaving him. A few of my friends called me up and said; ‘Don’t deal with this guy.’ ”

Mr. Icahn says he saved Mr. Ackman’s bacon, although he puts it more colorfully. The two hammered out a contract. Mr. Icahn said he would pay Mr. Ackman $80 a share and offered a form of insurance. If Mr. Icahn unloaded his shares within three years, the two would split any profit above a 10 percent return.

Article source: http://feeds.nytimes.com/click.phdo?i=bf3de3272fec3d7009013e08aee3a040

Clorox Net Income Dips on Increasing Costs

OAKLAND, Calif. (AP) — Clorox Co.’s fourth-quarter net income dipped 1 percent as rising commodity costs took a toll and the consumer product maker said it plans to raise prices again soon to compensate.

The company that makes Glad trash bags and household cleaners kept its earnings outlook for the fiscal year in line with what it previously forecast, however, as it reported its earnings Wednesday. And it reduced its commodity cost estimate for fiscal 2012.

Many of Clorox’s peers also are facing higher prices for the materials they need to make and transport their products, and many have raised their prices. The Oakland, Calif., company and its competitors also must persuade customers to keep buying as they get squeezed by higher gas and grocery prices.

Clorox now expects its commodity costs to rise between $140 million and $150 million from fiscal 2011. It earlier forecast an increase of $160 million to $170 million.

The company is dealing with takeover bids from billionaire investor Carl Icahn, who has offered twice since mid-July to buy the company. His first offer was for $76.50 a share. After Clorox rejected that, he offered $80 per share but continued to urge the company to find a better offer from a competitor. Clorox’s board said his offers weren’t credible or big enough.

Clorox said it earned $169 million, or $1.26 per share, in the quarter that ended June 30. That’s down from $171 million, or $1.20 per share, a year earlier.

But it’s better than the adjusted earnings of $1.19 per share that analysts expected on average, according to FactSet.

The company said it bought back $655 million worth of its shares in fiscal 2011. That boosted its earnings per share.

Clorox said spending more on advertising to support new products and build brand awareness pinched its performance a bit during the fourth quarter.

Its gross margin slipped to 43.5 percent from 44.3 percent.

Revenue for the quarter rose 4 percent to $1.48 billion, topping Wall Street’s forecast for $1.47 billion.

Clorox reported its biggest revenue gain overseas. The 9 percent increase was due to favorable foreign currency exchange rates and higher prices.

Revenue for its lifestyle division — which includes dressings and sauces, water filtration and global natural personal care — climbed 5 percent with new flavors and increased shipments of the new Brita on-the-go bottle.

Revenue for the company’s cleaning unit rose 4 percent, while the household segment edged up 1 percent.

For the year, Clorox earned $557 million, or $4.02 per share. That compares with earnings of $603 million or $4.24 per share, in the previous year.

Adjusted earnings were $3.93 per share, which takes out a goodwill impairment charge related to its Burt’s Bees business.

Annual revenue was basically flat at $5.23 billion.

Looking to fiscal 2012, Clorox anticipates earnings in a range of $4 to $4.10 per share, with revenue up 1 percent to 3 percent. Based on fiscal 2011’s revenue of $5.23 billion, this would imply revenue of $5.28 billion to $5.39 billion.

Analysts expect full-year earnings of $4.07 per share on revenue of $5.35 billion.

Article source: http://feeds.nytimes.com/click.phdo?i=e5bb86d71291d69c4d4fa3bfbda4b5c7