VMware tracking stock makes EMC deal a tough trade
A competing bid in the go-shop is a long shot.
by Scott Stuart
The tracking stock issued in the $61 billion acquisition of EMC Corp. (EMC) by Dell Inc. makes the merger a potentially tricky trade.
Dell and EMC unveiled their anticipated merger Monday at $24.05 per share in cash and 0.111 of a new tracking stock designed to link to a portion of the economic interest EMC holds in VMware Inc. (VMW).
VMware is a software storage management business linked, in part, to EMC's data storage infrastructure offerings.
Elliott Management Corp. had previously battled with EMC over the spinoff of its VMware interest, but entered a settlement that gave it seats on EMC's board. Monday Elliott said it supported the deal and the potential to participate in VMware's potential through the tracking stock. Elliott also owns about 2% of VMware common.
The tracking stock will offer additional liquidity to VMware, but the limited borrow in the common shares poses a difficulty in trading the deal.
Risk arbitrageurs would be shorting the VMware common to hedge the issuance of the tracking stock received in the deal. But VMware's supply for short sales is limited and likely will become scarcer now that demand is up.
There are also some issues with the valuation of the stub tracking stock because a tracking stock typically lacks voting rights and trades at a discount to underlying shares.
The tracking stub will likely trade with a significant discount given the leveraged buyout risk in the deal, an arb said. In addition, the value VMware is now lower given the lesser chance of a full spin out of the EMC state, the arb said.
On the deal call, the companies said they believe the tracking stock will trade close to the VMware shares because the VMware float is limited and the new issuance will provide institutions with greater opportunity to buy the stock. Michel Dell is also saying he will be a buyer of the tracking shares.
But the limited availability of the VMware common while the deal is pending will make trading the spread in the large tech deal a challenge. Given the limited borrow, shorting the VMware could become expensive and there is the potential for a short squeeze, arbs said.
The deal does have a 60-day go shop. But since the companies were in talks for several months and the deal itself is complex, the potential for a competing bid looks slim, an arb said.
Carl Icahn and Southeastern Asset Management Inc. did make a run at Dell during its 2013 buyout process, but that was focused on a leveraged recapitalization that would have left the computer company with a public float.
Since the go-shop is unlikely to yield a competing bid, and the borrow is tough, this deal is one to avoid, an arb said. The merger agreement is yet to be filed with the Securities and Exchange Commission, and issues like reverse termination fees and other terms for the LBO, which is not conditioned on financing, remain to be seen, the arb said. But the transaction could take a long time to complete due to the new tracking share listing and the need to get approval in China, the arb said.
VMware shares dropped about 8% to $71.50 Monday. At that level, the deal value for EMC was $32 per share. The spread was $3.60, or 12.8%. If the merger closes Aug. 1, that offered an annualized return of 15.8%.










