WALL STREET JOURNAL.
After Nearly $200 Million Flub, T. Rowe Price Seeks a Solution
Investment firm is likely to announce a plan to reimburse clients
who lost out when it accidentally voted in favor of the 2013
buyout of Dell Inc.
The silhouette of Michael Dell, founder of Dell Inc., is seen
during the 2015 Dell World Conference in Austin, Texas.
PHOTO: BLOOMBERG NEWS
June 2, 2016 7:29 p.m. ET
After a nearly $200
million blunder, one of America’s largest mutual-fund companies is
racing to find a way to compensate thousands of clients.
T. Rowe Price Group Inc.
is likely to announce as early as next
week a plan to reimburse clients who lost out when it accidentally
voted in favor of the 2013 buyout of Dell Inc. by its founder
Michael Dell, according to people
familiar with the matter.
T. Rowe had vocally
opposed the deal, saying it undervalued the 30 million Dell shares
held by its mutual funds. But a series of administrative errors caused
the firm to vote in favor of the deal, disqualifying it from suing for
more money. Other holders successfully sued and won compensation from
a judge, who ruled earlier this week that Mr. Dell and his partners
underpaid by $6 billion.
Such a misstep is rare and
embarrassing for the Baltimore-based firm, one the biggest managers of
U.S. retirement assets and a major holder of S&P 500 companies. T.
Rowe had $764.6 billion in assets under management at the end of
Trading and other
operational missteps can happen at mutual-fund firms, but voting
errors on major deals like this one are unusual. T. Rowe’s costly
mistake highlights how the largely automated proxy voting process is
vulnerable to human error. The company launched a review of its
internal voting procedures, according to a person familiar with the
There is no guarantee that
the compensation plan will be completed, and the final form it could
take is still being discussed, the people added.
“We are in the process of
reviewing the opinions and considering our options,” a T. Rowe
spokesman said Thursday.
T. Rowe investors stand to
miss out on roughly $190 million—about $4 a share, plus interest, on
some 30 million Dell shares held across several of its funds. The
payment package could head off potentially costly lawsuits from
disgruntled fund investors and any potential inquiries from
The T. Rowe fund investors
are arguably worse off than Dell investors who knowingly voted to
accept the $13.75-a-share deal consideration back in 2013. Those
shareholders were paid immediately when the deal closed in October
2013. But because T. Rowe sued to challenge the deal price, its fund
investors had to wait more than two years for payment.
The money manager has
blamed its vote in favor of the deal on a back-office error. The
default stance of T. Rowe in merger votes—like many large investors—is
to support management, which in Dell’s case recommended in favor of
the deal. So T. Rowe Price’s computerized system spit out instructions
to vote “yes” that weren't manually overridden before the final vote,
according to court filings.
T. Rowe held Dell shares in a number of
its mutual funds including the Equity Income fund and the Science and
Technology fund in 2013. The Equity Income fund is up 6.27% over three
years, compared with an 11.11% return for its benchmark, the S&P 500,
while the Science and Technology fund
returned 15.85% over three years, ahead of a 5.17% benchmark return.
T. Rowe publicly filed a
record of some 2013 fund proxy votes, including the fateful Dell
ballot, in August of 2014, as all large investors must do annually.
But T. Rowe said in court that it didn’t become aware of the voting
error until two months later, when an analyst asked why it had voted
in favor of the deal, according to court filings.
In February 2013, just a
week after the buyout was announced, T. Rowe joined a chorus of
investors who argued it was unfair. While T. Rowe is typically more
vocal than its competitors, mutual funds rarely speak out publicly on
corporate mergers. Its opposition lengthened the deal’s odds of
Mr. Dell eventually agreed
to raise the price by 10 cents a share, and shareholders approved the
deal. Soon after, T. Rowe and a handful of other disgruntled investors
filed for a so-called court “appraisal,” asking a judge to determine
the fair value for Dell’s stock.
Dell challenged T. Rowe’s
standing to sue after the voting snafu was uncovered. T. Rowe argued
in court that it had never taken “deliberate, affirmative action” to
vote in favor of the merger. And documents produced during the trial
showed that Dell’s advisers had marked T. Rowe down in the “against”
camp as they tallied votes in the lead-up to a hotly contested
T. Rowe’s mistake is
partly attributable to the complexities of both the way shareholder
votes are cast and the twists and turns of the Dell deal itself. Ahead
of the first scheduled vote, in July 2013, T. Rowe governance chief
Donna Anderson manually overrode the default “for” vote, and T. Rowe’s
votes were logged as against the transaction, according to court
But when the deal was
renegotiated, the vote was postponed, and T. Rowe’s instructions were
effectively vacated. The firm did not override the default “for”
election when the vote was later held, according to court filings.
“Asset managers in
general, particularly active managers, typically take a hands-on
approach to these shareholder votes,” said Todd Rosenbluth, director
of exchange-traded-fund and mutual-fund research at S&P Global Market
Intelligence. “Voting mistakes like this are few and far between.”
One of the biggest
beneficiaries of this week’s court ruling was silent as the debate
over the buyout raged. Hedge fund Magnetar Capital LLC stands to
pocket about $25 million in profits.
Most of the investors who
voiced opposition to the buyout either voted to accept the deal price
or sold their shares before voting. They include billionaire activist
Carl Icahn, who led a charge for
an alternative buyout plan, and his partner Southeastern Asset
Management Inc., a longtime Dell holder.
Mr. Icahn said he opted
not to sue, a decision that cost him as much as $1 billion, because he
had “better uses” for his cash. Around the same time, Mr. Icahn took a
Apple Inc., a trade the outspoken
investor said ultimately delivered around $2 billion in profits.
Liz Hoffman at
email@example.com and Sarah