Dell Loses Its First Senior Executive Since the Buyout


Now that computing company Dell has completed its $25 billion leveraged buyout, the first member of the company’s senior executive team is headed for the door.

Sources familiar with the matter have confirmed to AllThingsD that Steve Felice, a Dell president and its chief commercial officer, will be leaving the company. His final day at Dell’s Round Rock, Texas, headquarters will be in early December.

Felice has taken a job as Chairman and CEO of Filtration Group, a Chicago-based privately held company that makes industrial air and water filtration equipment. The announcement was made in an internal memo to Dell employees, but hasn’t been made public yet. He’ll start at his new job on Jan. 6.


I’m told Felice has a professional bucket list and one of the things on it is to be CEO of a big company. So he’s leaving under his own steam. I haven’t seen the internal memo yet, but I’m told it contains some quotes from CEO Michael Dell about how Felice was an important member of the executive team.

Felice is a serious Dell veteran. He joined the company back in 1999 when the PC business was humming and Dell was the company giving the entire industry competitive fits. I interviewed him last year, a few months before the whole buyout saga began.

Felice had been vice president and then later president of Dell’s consumer, small and medium business group, and at one time also led its operations in Asia. He joined Dell from DecisionOne, a computer support services vendor, where he had been CEO. He was a VP at Bell Atlantic (now Verizon) and also worked at Shell Oil.

It’s not uncommon for executives to leave a company after a buyout transition like the one Dell just went through. Several members of the executive team, though, such as enterprise head Marius Haas and software chief John Swainson, are pretty new and are unlikely to be going anywhere soon.

Update: I just got this statement from Dell.

As Dell begins a new chapter as a private company, Steve made a personal decision to take on the new challenge of leading a company as CEO.

Michael Dell said that Steve’s “counsel, vision and insight will definitely be missed by me and the entire leadership team, and I will always be grateful for his contributions.”

Michael Dell Is “At Peace” With Whatever His Shareholders Decide


Asa Mathat | D: All Things Digital

Michael Dell made what reads like his final appeal to shareholders of the computing company that bears his name, seeking their approval of a $24.6 billion leveraged buyout he has proposed with the private equity firm Silver Lake.

“The decision is now yours. I am at peace either way and I will honor your decision,” Dell wrote in an open letter filed with the U.S. Securities and Exchange Commission early this morning.

The letter came after a day of significant developments in the ongoing drama surrounding the fate of what was once the world’s largest supplier of personal computers. Dell and Silver Lake raised their bid by a dime to $13.75 a share in the hope of convincing the company’s board to change some of the rules governing the shareholder vote. Naturally, that didn’t sit well with Carl Icahn, the activist investor stalking the company with a competing shareholder proposal of his own. He resorted to writing verse on Twitter to make his case.

Without mentioning him by name, Dell criticized some of the proposals floated by Icahn, including the sale of assets and a leveraged recapitalization, saying they would be “destructive to the company.” Should the buyout be rejected by shareholders, he said he won’t support any of Icahn’s proposals. Dell remains the company’s largest single shareholder, with about 14 percent to 15 percent of the shares outstanding.

Dell also reiterated the case he and Silver Lake made in a joint letter yesterday, saying the “non-vote-equals-no-vote” provision of the shareholder vote process is unfair. “Currently, over 25 percent of the unaffiliated shares have not voted,” he wrote. “This means that even if a majority of the unaffiliated shares that vote on the transaction want to accept our offer, the will of the majority may be defeated by the shares that do not vote. I think this is clearly unfair.”

The special committee of Dell’s board hasn’t yet formally responded to the latest offer.

Dell’s full letter is below:

Dear Fellow Shareholders,

You have undoubtedly read many stories about our efforts to take Dell private. I wanted you to hear directly from me.

I believe that taking Dell private is the right thing to do for the company. We need to transform, and we need to do it quickly. The transformation is not without risks and challenges, and I believe that we can do what we need to do better as a private company than a public company.

When I came to the Dell board last August to ask if the board would consider the possibility of a going private transaction, I understood that the independent directors would control the process, and I made clear that I was ready to partner with whoever would pay the highest price. I encouraged every interested party to pay the highest price they could.

After one of the most thorough processes in history, the highest price that any of the parties was willing to pay was $13.65 per share. Although no other party has offered to pay more than $13.65 per share, Silver Lake and I have now increased our offer to $13.75 per share, an increase to public shareholders of approximately $150 million, which is our best and final offer.

I believe this offer is in the best interests of the company and our shareholders. Certain other parties have been proposing alternatives such as leveraged recapitalizations, sales of assets and other steps that I believe would be destructive to the company and that I do not and will not support.

The decision is now yours. I am at peace either way and I will honor your decision. Our agreement requires the vote of a majority of the unaffiliated shares – your shares – to approve the transaction. Unfortunately, our agreement also provides that shares that do not vote count as votes against the transaction.

Currently, over 25 percent of the unaffiliated shares have not voted. This means that even if a majority of the unaffiliated shares that vote on the transaction want to accept our offer, the will of the majority may be defeated by the shares that do not vote. I think this is clearly unfair.

When we offered to increase our bid to $13.75 per share, we also asked the Special Committee of the Board to change this unfair vote standard and allow the will of the majority of the unaffiliated shares that vote on the transaction to control the outcome.

Particularly given the efforts of others to promote alternative transactions, and the ability of those parties to vote their shares when my shares do not count, it makes no sense whatsoever to skew the playing field even further by counting shares not voting as if they supported the opposition group.

If the Special Committee agrees to our increased bid of $13.75 per share, and agrees to create a fair and level playing field in which you can decide, I will look forward to your decision.

Michael S. Dell

Dell’s Cloud-Friendly Project Ophelia Inches Closer To Release As Testers Receive Early Units


Google’s $35 Chromecast dongle may have made all the headlines this week, but the folks in Mountain View aren’t the only ones working on curious gadgets that plug into your TV’s HDMI ports.

Dell showed off its Android-powered Project Ophelia dongle all the way back in January, and it managed to turn a few heads… until its tentative launch window came and went without much fanfare. Now, though, it looks like early devices are finally on their way to testers ahead of a full launch in the coming months.

Not exactly familiar with Project Ophelia? Let’s flash back to CES 2013 when Dell showed it off for the first time – long story short, you plug Ophelia into your TV (any other display with an HDMI input) and Android 4.0 fires up so you can mess around on the web and download apps from the Google Play Store. Of course, that concept isn’t exactly new: Countless tiny Android devices that plug straight into your television have popped up on crowdfunding sites and Chinese bulk ordering sites for what feels like ages now.

Ophelia’s big differentiator, though, is its support for Dell’s Wyse cloud computing tech, which allows users to (among other things) remotely access files stored on PCs or servers and connect to Citrix or VMware-powered virtual machines. The company’s eagerness to show off Ophelia’s enterprise chops could go a long way in justifying the device’s roughly $100 price tag, but what’s even more interesting is the very fact that a huge PC manufacturer is moving to embrace such a strange little segment of the market.

Considering the state of the PC market, though, it’s not hard to see why a company like Dell would put together something as peculiar as Ophelia. PC players have been feeling the squeeze that comes with declining demand over the past months since people are starting to give up more traditional computers for mobile devices. Dell definitely isn’t immune to this sea change, either – its most recent earnings report revealed that its end-user computing division (which accounts for PC sales to consumers) dipped 9 percent from last year. Dell’s Ophelia may just legitimize what is now a largely underwhelming class of gadgetry, thanks to its potential prowess as both a consumer and enterprise device, but it may take more than an aggressive price point and some nifty new features to make Ophelia into something worth owning. For Dell’s sake, here’s hoping Project Ophelia doesn’t meet the same fate as its Shakespearean counterpart did.

Michael Dell Vows To Stay At Dell Regardless Of The Outcome Of His Offer To Take The Firm Private


After promising to sell his shares at a discount and increasing the price of his offer, Michael Dell, founder of Dell, has today vowed to stay at the firm regardless of the success of his bid to take the company private.

This is not a surprise, given that Dell owns a large equity stake in the company. For him to step back if his plan to take the struggling computing giant failed would almost be odd; given how much of Michael’s personal fortune is tied up in the company, to fully step back would be the functional consignment of his wealth to others.

Who would be comfortable with that?

In an interview with the Wall Street Journal, Dell stated that he, in the language of the paper, “wouldn’t sell assets or commit to any leveraged recapitalization as some shareholders have advocated.” This means that Michael would not take part in the plan advocated by activist investor Carl Icahn, that would see a tender offer put forth for most of the shares in Dell corporation at a price slightly higher than what its founder has offered.

Michael Dell wants to take the company private, to give it space to reform, and rebuild its product line and business service offerings. The only current competing offer, via Mr. Icahn, would not grant the Dell company that flexibility, though, it would greatly boost the per-share revenue of the equity that Icahn would control after newly acquired debt was used to fund the repurchase of other shares.

Michael Dell and his partner Sliver Lake recently boosted their per-share offer for Dell shares to $13.75 from their former offer of $13.65. That small margin was the target of criticism when it became known. As I reported at the time:

How can Michael Dell and his partner think that they can get away with such a pathetic sweetening of their former offer? Because what Icahn has in mind for Dell is complex and not in the best interest of the corporation. The firm needs time as a private entity so that it can rebuild its OEM business and focus on expanding its business services arm. It cannot do that with sufficient flexibility if it is chained to quarterly earnings reports.

Given what Michael Dell has said to the Journal, either Dell shareholders accept his offer at the August 2 meeting, or perhaps Icahn won’t have access to enough shares to execute his plan. This essentially limits the options of shareholders to two: Accept what the founder has in mind, or sit adrift.

Ironically, the company continues to trade at a discount to both offerings, signaling that the market lacks confidence in either plan to reach conclusion. Time is short, and this chapter is all but closed for the famed OEM.

Top Image Credit: Dell Inc.

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