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The Shareholder Forumtm

special project of the public interest program for

Fair Investor Access

Supporting

investor access to information

for decisions about a proposed buyout

of

Dell Inc.

For related issues, see programs for

Appraisal Rights Investments

Fair Investor Access

     

 

Project Status

 

The Dell Valuation Trust has been organized to provide the independent services required to support marketable investments in Dell appraisal rights, as summarized in a July 12, 2013 Forum report. The Forum has also initiated a new program for investment professionals with continuing interests in appraisal rights as a means of realizing "fair value" based on "intrinsic value" in other company buyouts.

 

Support of Appraisal Rights

The Dell Valuation Trust has been organized to support independent investor interests in appraisal rights, and has initiated the proceedings for determination of intrinsic value with a petition filed on the effective date of the buyout transaction, October 29, 2013. Following is a summary of provisions for investor participation in the Trust, from an October 8, 2013 Forum Report:

No need to file a petition, but free support to do so if investor wants identification

Investors that authorize Trust management of their appraisal rights investments will not have to file their own petitions or otherwise appear formally in the Delaware court. The Trust will be filing a single petition to establish its ability to represent the interests of all Trust participants, using one participant’s Dell stock that had been registered as directly owned prior to the record date so that there could be no possible challenge to the petitioner’s status.

Any investor that wants to file its own petition, however, whether for purposes of public identification in the court records or for any other reason, will be able to do so with Trust support. There will be no additional costs for this accommodation.

No need to engage attorney, but optional provisions for representation

Trust management of an investor’s appraisal rights will include the legal services of Fish & Richardson to represent their interests in the Delaware court appraisal proceedings, and for all related requirements such as the engagement of experts. Since there will be no need for Trust participants to file their own separate petitions, there will be no need for them to engage separate legal representation to appear for them in court.

Though not necessary, the Trust welcomes investors to designate legal representatives who can guide them as well as the Trust in the progress of the appraisal proceeding. Qualified attorneys designated by participating investors may serve as either (a) co-counsel in the court proceedings or (b) members of the Review Panel committee described in the next section.

Review Panel reporting, investor designation of members

Investor participants will be encouraged to propose members of a “Review Panel” committee to confer confidentially with counsel for the appraisal rights proceeding and provide public reports to Trust investors on developments and progress.

Payment for eligibility certification refunded upon proceeding

To allow investors the flexibility of assuring access to Trust support of their appraisal rights before making final decisions about proceeding with the rights or withdrawing, the Trust requires a refundable cash payment for its review of the status of the rights and certification of eligibility for Trust management.

The base payment for an eligibility certification was established at one cent per share, subject to minimum amounts. This amount will remain effective until the end of this week, October 11. After that date, a supplemental charge of one-tenth of a cent ($0.001) per share will be added each calendar day, and an additional half cent per share will be added on the effective date of the merger.

The base penny-per-share payment will be fully refunded to the investor in cash 90 days after the investor makes the Trust responsible for managing the rights. The supplemental charges will not be refundable.

Trust pays all costs of proceeding, no payments from investors

Investors will not be required to make any payments other than the refundable charge for eligibility certification. All costs of the appraisal proceeding, including the conventionally non-contingent costs of experts and court fees, will be paid by the Trust as part of its management responsibilities.

The only expense born by investors in Trust-managed appraisal rights will be accruals of the Trust management fees that are to be deducted from the proceeds when they are ultimately distributed, as described in the next section.

Trust fees accrued and deducted from final distribution

The contractual Trust management fees to be deducted from final distributions of appraisal rights consist of a base charge of one cent per month per share (an annual rate of 0.87% based on the $13.75 per share offer price) starting on the effective date and a performance fee equal to 20% of the amount by which the total payment for appraisal rights exceeds the offer price plus the accrued base costs.

For simplified analysis, investors in Trust-managed appraisal rights will have no payment requirements and be entitled to a net distribution equal to

(a)  100% of the amount up to the original offer price with an effective net interest accrual equal to 4.13% (the statutory 5% less the 0.87% management fee accrual) over the Fed discount rate, and

(b)   80% of the “fair value” in excess of the offer price with interest at 5% (no adjustment for management fees) over the Fed discount rate.

♦ ♦ ♦

Inquiries about the Dell Valuation Trust can be addressed to dell-vt@shareholderforum.com, or to the Shareholder Forum at dell@shareholderforum.com.

For listings of other reports and research material

see

Dell Valuation Project Reference

 

Forum

Reports

Independent

Publications

February 19, 2014

Dell Objections to Shareholder

Demands for Appraisal

 

January 8, 2014

Eligibility for Support of Marketable Dell Appraisal Rights

 

October 30, 2013

Initiation of Proceedings for Appraisal of Dell Intrinsic Value

 

October 14, 2013

Panel to Consider

Appraisal Rights Policies for

Long Term Investment

 

October 8, 2013

Provisions for

Dell Valuation Trust Support of

Marketable Appraisal Rights

 

September 30, 2013

Defining Appraisal Rights Alternatives for Dell’s

60-Day Option Period

 

September 20, 2013

Participation in Planning

for Dell Appraisal Rights

 

September 10, 2013

Court Rules for Appraisal:

Fair Value = Intrinsic Value

 

September 6, 2013

Reserving Value Realization Alternatives Before the Dell Vote

 

August 29, 2013

Misleading Reports

of Appraisal Rights Suitability

for Funds

 

August 23, 2013

Choosing Fair Value over Auction Price for Dell

 

August 16, 2013

Resumption of Attention

to Dell Appraisal Rights

 

July 26, 2013

Questions about Fairness

of Dell Voting Proposal

 

July 20, 2013

Simply Defined Choices

for Dell Investors

 

July 18, 2013

Winning the Opportunity to Realize Fair Value of Dell

 

July 16, 2013

Informed Investing

in Appraisal Rights

 

July 12, 2013

Plan for Support of

Dell Appraisal Rights

 

July 8, 2013

Supporting Practical Choices for Dell, and for Shareholders

 

July 5, 2013

Next Week’s Requirements for Dell Appraisal Rights

 

June 28, 2013

Reliable Support of Dell Appraisal Rights

 

June 21, 2013

Organization of

Dell Valuation Trust

to Support Appraisal Rights

 

June 14, 2013

Enabling Use of Appraisal Rights to Choose Dell’s Long Term Value

 

June 7, 2013

Relying Upon Fiduciary Duties

of Dell Directors

to Respect Investor Rights

 

May 23, 2013

Analysis of “Appraisal Rights”

in a Dell Buyout

 

May 17, 2013

Simplified Demand to Dell for Timely Access to Information

 

May 8, 2013

Proceeding with Dell Investor Information Requirements

 

April 29, 2013

Continuing Dell Resistance to Investor Information Requirements

 

April 15, 2013

Dell Board Supports Investor Rights to Ask Questions

 

April 3, 2013

Do Dell Directors Want Responsibility

for Investor Decisions?

See also

April 11, 2013

Dell Board’s Choice Between

Accepting Fiduciary Duty or

Respecting Investor Rights

to Ask Questions

 

March 28, 2013

Dell Continues Disputing Obligation to Provide Information

 

March 21, 2013

Getting the Information

Before Instead of After

Investor Decisions

See also related

March 19, 2013

Proceeding with Fair Access to

Dell Investor Information

and

March 15, 2013

Encouraging Practical Resolution of Dell Investor Information Requirements

 

March 15, 2013

Inviting Advice on Plan for

Independent Peer Review of

Dell Valuation

 

March 13, 2013

Encouraging Dell’s Voluntary Compliance with Investor Rights to Information

 

March 11, 2013

Obtaining the Same Information as Icahn

 

March 6, 2013

Obtaining the Same Information as Dell’s Advisors

 

February 28, 2013

Range of Dell Investor

Information Requirements

 

February 22, 2013

Progressing with Dell Example of Responsibilities for Investor Information

 

New York Times

DealBook

March 27, 2014

"Adviser on Dell Buyout Questions a Tumultuous Process"

 

New York Times

DealBook

 March 4, 2014

"A New Form of Shareholder Activism Gains Momentum"

 

Barron's

January 25, 2014

"Dell's Prospects Suddenly Brighten"

 

Dallas Morning News

December 15, 2013

"Michael Dell: After buyout,

‘we’re all done with whiners’"

 

Financial Times

Lex

December 2, 2013

"Dell: fair appraisal"

 

Bloomberg

November 27, 2013

"Dell Appraisals Demanded by

T. Rowe to [sic] Magnetar Capital"

 

Forbes

(cover story)

October 29, 2013

"Dell Officially Goes Private: Inside The Nastiest Tech Buyout Ever"

 

CRN

interview

October 16, 2013

"10 Questions For Michael Dell About Going Private"

See also

Fortune

(published by CNN Money)

October 28, 2013

"Silver Lake investors

double down on Dell"

 

Bloomberg

October 4, 2013

"Carl Icahn Withdraws

His Appraisal Request

for Dell Stake"

 

Bloomberg

October 3, 2013

"Dell Value Dispute Spotlights Rise in Appraisal Arbitrage"

 

Law360

September 18, 2013

"Dell Vote Tally Hints At Big Appraisal"

 

New York Times

DealBook

September 10, 2013

"Icahn’s Last Chance on Dell"

 

Bloomberg

September 9, 2013

"Icahn Gives Up Dell Fight

While Saying Offer Too Low"

and video interview

"Icahn Calls Dell's Board `Horrendous' After Fight"

 

Law360

August 16, 2013

"Strine Denies Icahn Challenge, Paving Way For Dell Buyout"

and related

August 17, 2013

"Dell's Win, Point By Point"

 

Financial Times Agenda

August 5, 2013

"Dell Special Committee

Put In Focus"

 

Wall Street Journal

August 2, 2013

"Dell Reaches New Deal

With Founder"

 

Wall Street Journal

July 10, 2013

"Icahn Calls on Dell Holders to Seek Appraisal of Shares"

see also

Law360

July 12, 2013

"Don't Count On Appraisal, Dell Warns Shareholders"

 

New York Times

Fair Game

June 23, 2013

"For Dell Investors, a Safety Valve"

 

Law360

June 21, 2013

"Dell Buyout Critics Seek New Market For Appraisal Rights"

 

Wall Street Journal

June 21, 2013

"Michael Dell Presses Case for Buyout"

 

The Globe and Mail

May 31, 2013

"Exclusive | Michael Dell ‘at peace’ amid turmoil as tech giant fights to go private"

 

Wall Street Journal

May 28, 2013

(article and video)

"Dell Buyout Battle Approaches Heated Phase"

 

Financial Times

Lex

May 27, 2013

"Appraisal rights: the oracle speaks | Having judges opine on value is perilous, but might be satisfying and entertaining in the case of Dell"

 

Wall Street Journal

May 16, 2013

"Dell Earnings: Profit Slides as Investor Base Shifts"

 

Bloomberg

May 13, 2013

"Dell Committee Asks Icahn for More Information on Plan"

See also

Wall Street Journal

May 10, 2013

"Icahn Plan Doesn't Dell-iver"

and

"Icahn's Alternative Offer:

Oust Michael Dell"

 

Law360

April 19, 2013

"Blackstone Bows Out,

Playing Silver Lake's Tune"

 

Barron's

March 30, 2013

"Michael Dell's Folly"

 

New York Times

DealBook

March 27, 2013

"A Potential Potemkin Fight

Over Dell"

See also subsequent

Wall Street Journal

March 27, 2013

"Silver Lake's Win-Win Approach to Dell"

and

Fortune

(CNN Money)

March 27, 2013

"Exclusive: Dell paying Blackstone's bills"

 

Law360

March 15, 2013

"Dell Snubs Request For Records Related To $24B Buyout"

 

The Washington Post

March 12, 2013

"Dell rebuffs shareholder group seeking access to internal assessments that led to buyout"

For report of Forum response, see

Bloomberg

March 13, 2013

"Dell to Open Investor List to Southeastern Amid LBO Opposition"

 

Bloomberg Businessweek

March 11, 2013

"Icahn signs confidentiality agreement with Dell"

 

The Wall Street Journal

Deal Journal

March 7, 2013

"Dell Battle Could Linger Even With Icahn"

 

Bloomberg Businessweek

March 6, 2013

"Dell committee defends $24.4B sale as best choice"

 

Bloomberg

View

March 3, 2013

"Michael Dell Isn’t Trying to Pull a Fast One"

 

New York Times

Fair Game

February 24, 2013

"Dell’s Intentions Get

a Hard Look"

 

 

 

 

 

 

This project is being conducted as part of the Shareholder Forum's public interest  program for "Fair Investor Access," which is open free of charge to anyone concerned with investor interests in the development of marketplace standards for expanded access to information for securities valuation and shareholder voting decisions. As stated in the posted Conditions of Participation, the Forum's purpose is to provide decision-makers with access to information and a free exchange of views on the issues presented in the program's Forum Summary. Each participant is expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants.  It is a Forum rule that participants will not be identified or quoted without their explicit permission.

The management of Dell Inc. has declined the Forum's invitation to provide leadership of this project, but will be encouraged to collaborate in its progress to assure cost-efficient, timely delivery of information relevant to investor decisions.

Inquiries about this project and requests to be included in its distribution list may be addressed to dell@shareholderforum.com.

The information provided to Forum participants is intended for their private reference, and permission has not been granted for the republishing of any copyrighted material. The material presented on this web site is the responsibility of Gary Lutin, as chairman of the Shareholder Forum.

Shareholder Forum™ is a trademark owned by The Shareholder Forum, Inc., for the programs conducted since 1999 to support investor access to decision-making information. It should be noted that we have no responsibility for the services that Broadridge Financial Solutions, Inc., introduced for review in the Forum's 2010 "E-Meetings" program and has since been offering with the “Shareholder Forum” name, and we have asked Broadridge to use a different name that does not suggest our support or endorsement.