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Dell likely to generate interest in buyout debt

by Paula Schaap  |  Published February 1, 2013 at 4:29 PM
A resurgent collateralized loan obligations market -- the strongest since the financial crisis -- is one of the factors that may be pushing founder and CEO Michael Dell to make a buyout bid for his computer company Dell Inc.

Reports peg the deal price at $14 per share, which translate into a deal valued at $24.6 billion. Michael Dell holds 14% of the company.

However, with traders on Friday paying $0.35 for the Feb. 16 call with a strike price of $14 and $0.08 for a strike price of $15, investors appear to be betting on a richer price than Dell reportedly is contemplating: anywhere from $14.50 to $15.50 per share, according to data from Bloomberg.

Wherever the deal price settles, it will still be a ton of debt to dump on the markets. But Dell, despite its problems moving away from its declining role as PC maker, is still an investment grade company, with debt that investors will be glad to buy.

January already bested last November's record in CLO 2.0 issuance (2.0 is the nomenclature applied to post-recession CLOs) with $8.3 billion for 15 of the structured securities, according to a JPMorgan Chase & Co. report. For 2012, total CLO issuance was $106 billion, up from $39.4 billion in 2011, the report said.

And JPMorgan's high yield strategists said that CLO demand for U.S. loans could reach as much as $170 billion in 2013, setting up conditions that favor LBOs.

That perfect storm for loan demand, lead Steven Oh, PineBridge Investments' head of fixed income and credit to predict that the reported $15 billion debt offering for the Dell buyout could be split between as much as $10 billion in bank debt and $5 billion in bonds.

Barclays, Bank of America Merrill Lynch, Credit Suisse and RBC Capital are reported to have committed financing for the deal.

A Dell spokesman said the company wasn't commenting on reports on the transaction or the financing.

Because the loan portion will be so large, syndicators will need to offer a premium above where the market is trading to ensure that every loan portfolio to buy in, Oh said.

Depending on the situation, for new issue high-yield paper, "you're seeing yield for bank debt somewhere in the range of 4.5% to 5% for new issue. If Dell offers loans at north of 6% it would certainly pique a lot of interest," he said.

In addition, higher yields could be needed to lure in investors given the fact that Dell will need to be involved in some kind of turnaround to transform its business from stolid PC maker to the brave new world of mobile computing.

Yet from a leveraged ratio standpoint, Dell, which currently has about $9 billion in debt on its balance sheet, will look relatively attractive.

"At $15 billion, your total leverage to Ebitda will probably be only 3.5 times on a forward-looking basis and it compares to other LBO transactions currently leveraged at 6 times," Oh said.

One of the issues Michael Dell and his purported private equity backer Silver Lake Partners will likely have to deal with in constructing the best financing deal for the company is what will happen to the current debt holders.

Dell, along with its beleaguered rival, Hewlett-Packard Co., have the weakest covenant protections compared to other big tech companies, like Xerox Corp., Computer Sciences Corp. and Lexmark International Inc., Moody's said in a recent report.

What that means to current debt holders is that they are likely to find themselves subordinated to the new LBO debt; something that usually makes institutional investors not such happy campers.

What's more, noteholders won't be able to rely on debt lien covenants which tend to cover things like property, plant and equipment -- generally not a big part of tech companies' assets. In fact, Moody's estimates that of the $45 million in assets Dell reported in its last fiscal quarter ending Nov. 2, only 2% are covered by traditional debt lien covenants.

Still, despite the fact that existing bondholders have no rights and will essentially be providing cheap financing for the newly private company, Dell might be compelled to refinance to entice them to invest in the new issues.

Besides the ramped-up CLO funds, Oh said, Dell debt could find a welcome home with credit hedge funds, especially if Microsoft Corp.'s rumored $2 billion investment in preferred equities comes to fruition. Microsoft declined to comment through a spokeswoman.

"Debt investors will place a significant amount of incremental comfort in having Microsoft buying $2 billion in preferreds, because there's a belief that Microsoft will support the company," Oh explained.

Plus the Dell turnaround story isn't likely to faze hedge funds, Oh said.

"The combination of yield and [the fact] that credit hedge funds are much more comfortable with turnaround or transitional scenarios," should bring those investors to the table, he said.

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Tags: Bank of America Merrill Lynch | Barclays | CLO | Computer Sciences Corp. | Credit Suisse | Dell Inc. | Ebitda | Hewlett-Packard Co. | LBO | Lexmark International Inc. | Michael Dell | PineBridge Investments | RBC Capital | Steven Oh | Xerox Corp.

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