Southeastern Asset Management, whose 8.5 percent stake makes it the largest independent shareholder in computer maker Dell, has retained veteran dealmakers from Greenberg Traurig and Shearman & Sterling to advise on its opposition to the company’s proposed $24.4 billion leveraged buyout.
A source familiar with the matter told The Am Law Daily that Memphis–based Southeastern has hired Shearman senior partner and M&A maestro Creighton Condon and Dennis Block, senior chairman of Greenberg’s corporate and M&A practice, to advise on its objections to the Dell deal. (The New York Times‘s DealBook noted Block’s involvement in the matter earlier this week.)
Block jumped to Greenberg in September 2011 from Cadwalader, Wickersham & Taft, which he joined in another high-profile lateral move from Weil, Gotshal & Manges in 1998 that was splashy enough to capture the attention of New York magazine.
Condon was the cohead of Shearman’s M&A group until last year, when he was elected to serve as the firm’s senior partner after predecessor Rohan Weerasinghe vacated that post by decamping to financial services giant Citigroup as its new general counsel, according to our previous reports. Citigroup has been a longtime Shearman client.
Southeastern, which was cofounded in 1975 by value investor O. Mason Hawkins, reportedly paid more than $20 a share for its stake in Dell, whose stock price traded at more than $80 a share during its heyday in the late nineties. Southeastern claims that Dell is worth closer to $24 a share—a price that is nearly double the $13.65 a share that company founder Michael Dell and technology-focused private equity firm Silver Lake Partners are offering for the company.
Andrew McCarroll is general counsel and principal for Southeastern, while Michael Wittke serves as the firm’s chief compliance officer. Southeastern disclosed in an SEC filing this week that is has also hired New York–based proxy solicitation shop D.F. King & Co. for consulting services related to the Dell deal. Walter Denby is D.F. King & Co.’s general counsel, while former Shearman associate M. Asher Richelli serves as corporate secretary and general counsel of parent company DF King Worldwide.
It remains unclear what approach Shearman and Greenberg plan to employ to pressure Silver Lake and Michael Dell—who is kicking in $500 million of his own money to take the company private—to raise their offer for the computer maker.
Shearman and Greenberg could also try to block the proposed buyout through a proxy fight or litigation in Delaware’s Court of the Chancery, where Michael Dell and members of Dell’s board of directors were sued last week by investors claiming the buyout would shortchange them as well. (Southeastern was once one of the largest foreign investors in Japanese camera and medical equipment maker Olympus, which last year hired Shearman to represent it in investor suits stemming from allegations of financial impropriety at the company.)
Southeastern got a boost this week when T. Rowe Price Group, Dell’s second-largest investor, announced it would not back the company’s going-private transaction. John Gilner, managing counsel and chief compliance officer for T. Rowe Price, did not immediately respond to a request about whether the Baltimore-based investment firm has retained its own outside legal advisers.
Plenty of other Am Law 100 firms have a vested interest seeing the largest LBO since 2007 completed. Wachtell, Lipton, Rosen & Katz is advising Michael Dell on the matter, while Simpson Thacher & Bartlett is representing longtime client Silver Lake, according to our previous reports. Hogan Lovells, meanwhile, is counseling the computer maker itself on the transaction and Debevoise & Plimpton is representing a special committee of the target company’s board.
Lawrence Tu serves as general counsel and corporate secretary at Dell.