Does Microsoft's $2B Dell Buyout Contribution Come with Dell-only Special Licensing Benefits as Well?

By Tony Rizzo May 09, 2013

Taken at the 20,000-foot level and at face value, one might simply look at Microsoft's potential participation in Michael Dell's buyout deal - which involves a $2 billion loan from Microsoft for Dell to complete the financing necessary to pull off his leveraged buyout - as nothing more than an "inexpensive" attempt for Microsoft to bolster the general PC industry in the wake declining PC sales. We quote the word because, though $2 billion is a hell of a lot of cash even for Microsoft, if it had the effect of truly bolstering PC sales it would amount to a lot of marketing value for that $2 billion.

That's all well and good, and Microsoft is certainly entitled to want to help Dell survive while at the same time also potentially seeking ways to bolster the PC industry itself. But dive down from 20,000 feet to sea level and it turns out there is a very interesting additional piece to the agreement.

Embedded in the document is a section that spells out that - once the deal is closed - Dell can renegotiate its Windows and other Microsoft software licensing terms. Such a possibility obviously provides Dell (both the company and the man) with certain interesting financial benefits, which were not spelled out publically for Dell's investors. We think of it as one of those currently intangible and hidden benefits - such as Dell's patent portfolio - that Dell (again, both the company and the man) stands to benefit from, that in no way benefits today's current investors.

"Section 4.6. Commercial Agreements. From and after the date hereof, each of the parties hereto agree to negotiate in good faith and enter into, as soon as reasonably practicable after the date hereof and, in any event, prior to the Closing, one or more agreements between the parties and/or their Subsidiaries, in order to modify, alter or amend, effective as of the Closing, the standard terms for payment under the existing commercial agreements between the Purchaser and/or its Subsidiaries, on the one hand, and Dell and/or its Subsidiaries, on the other hand, including the master OEM relationship agreements (as identified by the Purchaser in good faith after the date of the Original Agreement, the 'Commercial Agreements'), in each case, as set forth in Schedule 4.6 of the Disclosure Letter. "

We've made it rather clear since the deal was announced that we do not believe Michael Dell should be able to take Dell private while retaining majority ownership and his CEO role at the original price currently on the table - $13.65 per share. The price leaves most if not all large investors under water and is not a deal we can find any way to endorse. Recently Blackstone Group dropped out of bidding on Dell. The key reason offered was a weak financial foundation - something we can place directly at the CEO's desk, where the buck needs to stop. It's the key reason we continue to root for Carl Icahn to bring home a win.

The current deal from Dell for Dell is still in play. We hope that it plays out differently and to the real benefit of its investors.

If you enjoy reading through painful-to-read financial disclosure documents, the Dell loan agreement between Microsoft and Denali Holdings (the actual company of which Michael Dell is a part that is officially behind the leveraged buyout), from which the excerpt above is taken, is available for your reading pleasure.




Edited by Alisen Downey

TechZone360 Senior Editor

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