2013年交易今年：戴尔私有化得到个人

Things haven’t gone as planned since Michael Dell retook the reins as CEO of Dell, the personal computing giant he’d launched from his university dorm room in 1984. Six years after he set out to reinvent his namesake company in 2007, it still needs a face-lift. Buffeted by sliding profits as PCs give way to smartphones and tablets, Round Rock, Texas–based Dell has also lost its position as the world’s No. 1 computer maker, trailing U.S. rival Hewlett-Packard Co. and China’s Lenovo Group.

But entrepreneur Dell isn’t backing down: To avoid the public scrutiny that has thwarted previous restructuring efforts, he teamed up with Menlo Park, California–based private equity firm Silver Lake Partners to take the company private. The $24.9 billion stock buyback closed on October 29.

迈克尔戴尔在2012年8月首次接近他们之后，董事会组建了一个专门委员会，探讨了管理led收购的替代品，入伍纽约摩根大通Co.副主席詹姆斯（“Jimmy”）Lee Jr.a顾问同事Kurt Simon，技术负责人，媒体和电信银行。凭借开创性贷款市场，李，61，曾在许多大批准的交易中工作，包括2010年将于2010年的230亿美元的初次公开发行。

2013 Deals of the Year Jim Renwick & Team Barclays Antonio Weiss & Team 拉扎尔 Christian Lesueur & Team UBS James ("Jimmy") Lee Jr. & Team JPMorgan Chase & Co. Marco Gonçalves & Team BTG Pactual Marisa Drew & Team 信用瑞士集团 Geoffrey Austin＆Team Moelis & Co. 安东尼·诺托&团队 Goldman Sachs Group Adam Taetle & Team Barclays Kenneth Hirsch & Team Goldman Sachs Group

除JPMORGAN外，由主席Roger Altman主席的基于纽约的独立投资银行Evercore合作伙伴的一组帮助戴尔权衡其选项。李决定买断是最佳选择，因为它将提供股东的最高价格以及完成的最高价格，同时也确保迈克尔戴尔担任主席兼首席执行官。

The February 5 merger announcement included a cash offer of $13.65 per outstanding share, a 25 percent premium over its stock price on January 11, the day before news of a potential deal broke. An eight-month sparring match ensued, with special committee chairman Alex Mandl in one corner and Michael Dell and Silver Lake managing partner Egon Durban in the other. Activist investor Carl Icahn piled on by claiming that the initial offer seriously undervalued the company, whose stock rose to $14.51, its highest price since May 2012, after the proposed buyout was announced.

When a July 18 shareholder meeting failed to gather enough votes, the deal was postponed. With shareholders abstaining from voting, Michael Dell and Durban added sweeteners at the next two meetings; they got their way on September 12. The company paid $13.75 for each share of common stock, 9 cents below the October 29 closing price, and a special cash dividend of 13 cents per share. Michael Dell’s stake climbed from 16 percent to 75 percent. The absence of other bidders helped Dell seal the deal with a tiny increase in its original offer, but weary shareholders must also have feared a further decline for the stock, which had lost three quarters of its value since its March 2000 peak.

JPMorgan, Evercore and Goldman Sachs Group shared $52 million in fees for advising Dell; the nine banks that represented the buyers earned a total of between $30 million and $40 million.

Rank	Deal	Estimated 费用 （$百万美元）*
1	U.K. bankBarclaysfollows a £5.8 billion ($9.1 billion) rights issue with a $2 billion hybrid bond offering.	$1832
2	Warren Buffett’sBerkshire Hathaway和Brazilian investment firm3G Capitalpay $27.4 billion to take ketchup makerH.J. Heinz Co.私人的。	$97–107
3	U.S. Telecom.Verizon Communications.同意向英国承运人的45％股权提供1300亿美元的沃达丰Verizon Wireless.	$93–103
4	FounderMichael Dell和Silver Lake Partnersprivatize U.S. computer maker戴尔for $24.9 billion.1	$82–92
5	Brazilian phone companyoi.和Portugal Telecom在前名的名字下同意157亿美元的捆绑。	$70–90
6	Cable giantLiberty Global买了U.K.的Virgin Media255亿美元。	$882
7	Advertising firmsOmnicom Group和Publicis Groupe.同意350亿美元的Franco-American Merger的平等。	50-70美元
8	社交媒体公司推特launches a $2.1 billion initial public offering on the New York Stock Exchange.	68美元2
9	China’sShuanghui International Holdingscloses a $7 billion buyout of U.S. pork producerSmithfield Foods.	$51–61
10	iPhone制造商苹果issues $17 billion worth of bonds.	53美元2
*估计unless otherwise noted. M&A totals only include advisory fees; debt and equity totals only include underwriting fees. 1 Deal value provided by Dell. 2 Publicly disclosed.
Source: Thomson Reuters/Freeman Consulting Services.