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Unplugged: Why is Michael Dell buying back his company?

Mark Veverka, Special for USA TODAY
  • The motivations behind Michael Dell%27s decision to buy back his company
  • Stockholders would be offered a price between %2422 billion and %2424 billion
  • Dell continues to struggle amid shrinking PC sales%2C accounting woes
USA TODAY columnist Mark Veverka.

SAN FRANCISCO — Hey, dude, you're gettin' a Dell.

Remember that seminal ad campaign for the personal computer maker from Round Rock, Texas? Only this time the dude is chairman and CEO Michael Dell himself, and he's not just getting a custom-built PC. He's buying the whole company, with a little help, of course, from his friends on Wall Street and in Redmond, Wash.

So, why is Dell buying back the public company he founded nearly 30 years ago and taking it private?

There are a plethora of possible answers: shrinking PC sales, public accounting and reporting fatigue, break-up potential, fundamental greed and a less public exit by the CEO during a period of financial decline. There probably isn't a single answer, yet any combination of these factors is plausible.

As USA TODAY has reported, Dell is in discussions with private-equity firms, including Silver Lake Partners, and Microsoft to take the computer maker private. The Wall Street Journal reported Monday that Dell was "close to finalizing a deal." Stockholders would be offered a price of $13 to $14 a share, or $22 billion to $24 billion, according to the report. Dell shares closed Monday at $13.27. The stock hit a low of $9 in November.

A Dell spokesman would not comment.

At $14 a share, critics contend that Michael Dell, who already holds about a 16% stake, and his fellow investors are trying to "steal" the company. Barron's magazine argues that the company is worth much more, as much as $25 a share. Dell's stock hasn't traded at such levels in more than four years.

Michael Dell, chairman and chief executive officer of Dell.

Because the 47-year-old CEO is already a billionaire, who has had scrapes with the Securities and Exchange Commission, critics contend that he has become adept at financial engineering and is simply sticking it to current shareholders to enrich himself yet even more. (The chairman and the company settled fraud allegations with the SEC in October 2010.)

No doubt, Michael Dell is a capitalist. But I doubt his sole motivation is pure greed and a perverse joy in sticking it to shareholders, which include employees.

Yet having met and interviewed Michael Dell on a number of occasions over the past decade, I think he is far more complex than a money-grubbing tech titan without heart or soul. In fact, I think he really cares about his legacy, the company and Austin.

Michael Dell's personal identification with the company resonates most when spending time with him in Austin, where he famously started his computer company in his University of Texas dorm room. During an interview at the company's headquarters several years ago, I was fascinated by Dell's return six years ago to the CEO job to lead a very difficult turnaround. He didn't need that headache. He could have hired somebody else for that tireless, thankless job. But his name was on the door of the company, and I sincerely believe he thought it was his responsibility to right the ship.

Things haven't worked out so well. Dell fell behind Hewlett-Packard last decade in PCs because notebook computers didn't require the build-to-order advantage Dell once held. And that was just the beginning. Michael Dell was steadfastly reluctant to expand into smartphones and slow to launch tablets. He resisted the need to compete with IBM as a full-service provider of software, storage and consulting services. Dell ultimately expanded into these areas, but it has been too little, too late, which is why its financial performance continues to sputter. What's more, it must compete with a cloud-computing trend that reduces the need for corporate customers to buy and own computer servers.

To be sure, not having to report quarterly financials as the news continues to get bleaker is a convenient benefit of being private but doesn't justify an LBO. Selling off some of its parts is possible, but the strong possibility of Microsoft buying a stake only increases the probability of PCs and server businesses staying intact.

Another side benefit could be a less public exit. My guess, and it is only a guess, is that Michael Dell could be planning to step down sooner rather than later. His return as CEO has been less than successful, but I sense he has worked as hard as ever at it.

Michael Dell has not enjoyed a comeback similar to another returning high-profile founder-CEO, the late Steve Jobs, who not only fixed Apple but also took it to unfathomable heights during the sequel. So, it wouldn't come as a surprise if private stakeholders bring in a new CEO so that Michael Dell can quietly step out of the corner office for good without the klieg lights of Wall Street and the press blinding his eyes.

And, yes, he stands to make more millions along the way.

Mark Veverka is a technology columnist with more than 25 years of financial journalism experience. He was previously a columnist at Barron's, The Wall Street Journal and the San Francisco Chronicle.

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