Forum Home Page see Broadridge note below]

The Shareholder Forumtm

special project of the public interest program for

Fair Investor Access

Supporting investor interests in

appraisal rights for intrinsic value realization

in the buyout of

Dell Inc.

For related issues, see programs for

Appraisal Rights Investments

Fair Investor Access

Project Status

Forum participants were encouraged to consider appraisal rights in June 2013 as a means of realizing the same long term intrinsic value that the company's founder and private equity partner sought in an opportunistic market-priced buyout, and legal research of court valuation standards was commissioned to support the required investment decisions.

The buyout transaction became effective on October 28, 2013 at an offer price of $13.75 per share, and the appraisal case was initiated on October 29, 2013, by the Forum's representative petitioner, Cavan Partners, LP. The Delaware Chancery Court issued its decision on May 31, 2016, establishing the intrinsic fair value of Dell shares at the effective date as $17.62 per share, approximately 28.1% more than the offer price, with definitive legal explanations confirming the foundations of Shareholder Forum support for appraisal rights.

Each of the Dell shareholders who chose to rely upon the Forum's support satisfied the procedural requirements to be eligible for payment of the $17.62 fair value, plus interest on that amount compounding since the effective date at 5% above the Federal Reserve discount rate.

Note: On December 14, 2017, the Delaware Supreme Court reversed and remanded the decision above, encouraging reliance upon market pricing of the transaction as a determination of "fair value." The Forum accordingly reported that it would resume support of marketplace processes instead of judicial appraisal for the realization of intrinsic value in opportunistically priced but carefully negotiated buyouts.



For a report of other Icahn interests in the marketing of investments, see


Source: New York Post, June 14, 2013 article

New York Post


Maybe he ‘Cahn’t

Delay in lining up $5.2B for Dell has Carl on hot seat


Last Updated: 12:46 AM, June 14, 2013

Posted: 12:03 AM, June 14, 2013

Dude, where’s your PC financing!?!

Carl Icahn’s much ballyhooed recapitalization of Dell Inc. is hitting a snag, fueling questions about the financier’s ability to pull together the $5.2 billion he needs to fund a $12-a-share dividend.

Icahn and his partner, Southeastern Asset Management, have been scrambling to arrange a financing package over the past few weeks via Jefferies in order to offer a rival plan to the $13.65-a-share offer from private equity firm Silver Lake and founder Michael Dell.

Icahn and SAM had planned to complete their financing by last Friday, according to sources who had spoken to them.

Brian Ach/

Carl Icahn appears to have his hands full trying to raise $5.2 billion to fund his Dell recapitalization plan. Critics of the effort say Icahn is running out of time.



The billionaire investor told potential lenders that the financing has been delayed, in part, because he is retooling it to address a $3.9 billion funding gap that Dell’s special committee highlighted last week, sources said..

Icahn could start presenting lenders with the revised package sometime next week, sources said.

But time may not be on Icahn’s side as Dell shareholders are slated to vote on the Silver Lake-led $24 billion proposal on July 18.

Meanwhile, lenders have to decide whether they like Icahn’s offer of a piece of the profits from the deal instead of guaranteed underwriting fees, one lender noted.

A call to Icahn was not returned.

Since early February, when Silver Lake made its bid public, founder Michael Dell and Icahn have been locked in a cantankerous battle over the future of the world’s No. 3 PC maker.

Dell’s special committee has publicly shared its misgivings about Icahn’s ability to deliver a legitimate alternative to Silver Lake’s proposal — including pointing out flaws in his funding.

Underwriting the $5.2 billion loan could be challenging for Icahn’s bankers because Dell is an “extremely difficult” company to underwrite, other Wall Street sources noted.

Indeed, Dell’s special committee paints a particularly grim picture for the company’s business in a recent investor presentation. Free cash, it said, dropped 43 percent from $5.2 billion last year to $3 billion so far this year.

Earnings per share are also expected to plunge by roughly 40 percent, to $1.25 in 2014 from $2.10 this year.

Making matters worse interest rates have edged higher in recent weeks making obtaining a loan that much more expensive, one lender following the deal notes.

Meanwhile, other sources close to the Dell committee have quietly griped that Icahn’s plan is focused on enriching himself and not about helping long-term shareholders strike a richer buyout offer.

Some shareholders are holding out hope that Icahn’s cage-rattling may result in a revised offer of $14 or better.

Lately, Icahn, who has openly discussed removing Michael Dell as CEO if his plan succeeds, has been warming to the idea of keeping him on board on the chance his restructuring plan is successful.


© Copyright 2013 NYP Holdings, Inc. All rights reserved.

This project was 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. declined the Forum's invitation to provide leadership of this project, but was encouraged to collaborate in its progress to assure cost-efficient, timely delivery of information relevant to investor decisions. As the project evolved, those information requirements were ultimately satisfied in the context of an appraisal proceeding.

Inquiries about this project and requests to be included in its distribution list may be addressed to

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.