Why Dell is going private

February 5, 2013

Why are Michael Dell and Silver Lake taking Dell private at a valuation of $24.4 billion? Christopher Mims explained his theory a few weeks ago: it’s all about a company that Dell acquired last year for roughly $500 million. Wyse makes PCs-on-a-USB-stick: everything is in the cloud. According to Mims, if you combine Wyse’s technology with Dell’s ability to talk the kind of language that corporate IT buyers love, Dell is now well position to disrupt itself:

A privately held Dell, shielded from the pressure to post continual growth on a quarterly basis, could refocus itself on thin clients and cloud computing, which could set itself up for a breathtaking turnaround.

This raises an interesting question. Right now, Dell has about $9 billion of debt; that number is going to rise substantially post-buyout, with a $2 billion loan from Microsoft and a $15 billion financing package from Wall Street. The cost of servicing all that debt is going to weigh heavily on any company trying to grow fast in the highly competitive and extremely capital-intensive world of cloud computing. Wouldn’t it be easier to just stay public, announce a new cloud-based strategy, let the stock find its level, and then execute with an eye to the long term?

After all, private equity shops like Silver Lake have a clear time horizon and exit strategy: they want to come in, turn the company around, and then sell out at a substantial profit within 5-10 years. Public equity, by contrast, is permanent capital, and has an infinite time horizon — in theory, it should be better suited for people with a long-term vision.

But two things are going on here. Firstly, Dell is incredibly cheap. It has revenue of roughly $60 billion per year, gross profit of almost $14 billion, and net income of more than $2.5 billion. That means Silver Lake is paying less than 10 times earnings for the second-biggest PC manufacturer in the US, and the third-biggest in the world. And secondly, debt is incredibly cheap as well. Financing terms haven’t been disclosed, but I doubt Dell is paying more than 6% for its money. 6% of $15 billion is less than $1 billion a year, which still leaves a lot of money left over for investing in the cloud.

Winning a significant share of the cloud-computing pie is not going to be easy: both Google and Amazon are formidable competitors. But I can absolutely see what Silver Lake is thinking here. For many years, the big money in technology has been in fast-growing early-stage companies — but those companies are being increasingly boxed in by a few large firms who each hold key patents in just about every area. Dell has patents — it acquired more than 180 of them with the Wyse acquisition alone; it has the ability to invest and to reach enormous numbers of customers; and it also has a large number of boring-but-viable business units which can be sold off to generate even more capital if needed.

The valuation curve in the technology space has never been as steeply inverted as it is right now: while there are dozens of billion-dollar startups with negligible profits or revenues, the giants in the sector are trading at a significant discount to the stock market as a whole. For a company like Silver Lake, which is based in Silicon Valley and exists to turn around mature technology companies, this can be seen as a once-in-a-generation opportunity combining cheap debt with low valuations and enormous upside potential if they get it right. Frankly, if Silver Lake didn’t buy Dell at this point it should probably just pack up and liquidate.

This buyout might well fail — private equity is an inherently risky business. But it’s pretty obvious that Silver Lake has a much greater risk tolerance, right now, than the public equity markets have. If public shareholders don’t want to touch Dell, and Silver Lake sees an opportunity, then it makes perfect sense for Silver Lake to buy the company — especially since they get to keep Michael Dell himself as a key partner in the deal. If you’re a big company wanting to take big risks in technology, it seems, these days you have only three choices. You can be Amazon, you can be Google, or you can go private. Dell’s choice was clear.


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