戴尔公司（Dell Inc.）日前宣布，公司在“询价期”收到了两份收购出价，这两份出价“很可能优于”迈克尔•戴尔和银湖资本（Silver Lake Partners）2月份给出的每股13.65美元要约。但两份出价可能都会包含一些“公众股权存根”；对于戴尔公司的创始人兼CEO迈克尔•戴尔而言，这一点难以容忍，他积极推动戴尔私有化正是因为对公司在公开市场的遭遇不满。

    第一份竞购出价来自于黑石集团（The Blackstone Group），与之携手的是规模相对较小的私募股权公司Francisco Partners和Insight Venture Partners。它们愿意出价每股14.25美元收购戴尔股票，同时表示，愿意购买的股票数量将超过戴尔和银湖资本在要约中承诺的新股购买数量。当然，部分原因在于黑石尚未获得任何保证，不知道迈克尔•戴尔是否会像黑石希望的那样愿意将自己的旧股换成新股。鉴于这样的不确定性，上述出价至多只是意向性表态，不具有约束力。因为黑石必须首先知道需要多少融资以及能否控股，然后才能做出承诺，况且还不知道未来谁会成为这家公司的CEO。

    黑石也没有承诺进行任何债务融资，只是表示，正在与摩根士丹利（Morgan Stanley）商洽，相信能筹措到所需资金。值得一提的是，最初出价的20亿美元是以微软（Microsoft）贷款的形式，只能用于银湖资本此项交易(除非银湖资本让微软来修改合约）。最终，黑石将允许现有的戴尔股东选择现金或股票，从而产生前述的“公众股权存根”。

    第二份收购出价来自卡尔•伊坎，他已经略微调整了最初的举债派息计划。他将投入超过50亿美元进行股份投资（包括将现有的10亿美元股份进行转换），而且“假定”东南资产管理公司（Southeastern Asset Management）、T. Rowe Price金融集团等大股东也会进行股份转换。所有这些都将以每股15美元的价格进行，还包括一大笔遗留的公开股票。

    伊坎没有提及迈克尔•戴尔和他手头现有的股权。

    下一步，迈克尔•戴尔和银湖资本将会发布一份详细的代理委托书，阐述为什么他们较低的出价反而更优。预计委托书将于周二或周三发布，但黑石和伊坎的出价可能会让事情复杂化（或者促使迈克尔•戴尔在原有出价上再加价几十美分）。

    简言之，迈克尔•戴尔将说明，这家PC巨头在向企业服务提供商转变的过程中，无法系统性地准确预测财务表现——此类波动性给一只公开上市的股票带来了不必要的混乱。因此，他要求自行承担这一风险，将公司转变为一家私有企业。很难想象他会签字同意一项继续保留公众股权的竞价，可能让他失去控股权的竞价就更不用提了。

    有一件事可以肯定：这事还没完。远远没有。

    Dell Inc. announced this morning that it received two acquisition bids during its "go-shop" process, and that both "could reasonably be expected to result in superior proposals" to the $13.65 per share offer submitted in February by Michael Dell and Silver Lake Partners. Both deals, however, would include a public equity stub that would seem anathema to Michael Dell -- the founder and CEO whose interest in taking Dell private is centered around his disdain for how the company has been treated by public markets.

    The first rival offer comes from The Blackstone Group (BX), which is working with smaller private equity firms Francisco Partners and Insight Venture Partners. It would pay $14.25 per share for Dell (DELL) and says that its equity commitments in excess of new equity committed in the Dell and Silver Lake bid. Of course, that's partially because Blackstone does not yet have any guarantee that Michael Dell would be willing to roll over his shares -- although Blackstone hopes that he will do so. That uncertainty underscores how this is an indication of interest rather than a binding bid, since Blackstone wouldn't commit itself before knowing how much financing is actually required and if it would have majority control -- let alone who the company's future CEO would be.

    Blackstone also doesn't have any debt financing committed but says that it is working with Morgan Stanley (MS) and is confident it can line up the money. Worth remembering that $2 billion of the original offer comes in the form of a loan from Microsoft (MSFT), which is exclusively tied to Silver Lake on the deal (unless Silver Lake lets Microsoft amend the contract). Finally, Blackstone would allow existing Dell backers to choose cash or stock, leading to the aforementioned public stub.

    The second bid comes from Carl Icahn, who has slightly modified his original dividend recap plan. He would put upwards of $5 billion in equity toward the deal (including rollover of his existing $1 billion stake) and would "assume" rollover from other large shareholders like Southeastern Asset Management and T. Rowe Price. All of this would get done at a $15 per share price, and also would include a massive public equity stub.

    Icahn does not make mention of Michael Dell or his existing equity.

    The next step will be public release of a detailed proxy statement from Michael Dell and Silver Lake, laying out a case for why their offer actually is superior at a lower price. That was scheduled for tomorrow or Wednesday, but the Blackstone and Icahn bids may complicate matters (or cause Michael Dell to add a couple quarters to his own bid).

    In short, Michael Dell will argue that Dell has proven systemically unable to accurately predict financial performance in the midst of its transition from a PC giant to an enterprise services provider -- and that such volatility plays unnecessary havoc with publicly traded shares. So he instead will ask to assume the risk and work to transform the company as a private enterprise. Hard to imagine him signing onto a rival offer that would still require public equity participation -- let alone one that may not allow him to maintain control.

    One thing we know for certain: This isn't over yet. Not by a long shot.