Dell Demands More Details From Icahn and Southeastern

The special committee of Dell’s board overseeing the sale of the computer maker asked Carl C. Icahn and Southeastern Asset Management on Monday to furnish more information about their recent demand for a special dividend.

The request comes after the announcement by Mr. Icahn and Southeastern late last week that they wanted Dell to scrap a planned $24.4 billion sale to Michael S. Dell and Silver Lake. Instead, they are seeking a special dividend of $12 a share, either in cash or stock.

The two, whose combined stake is over 12 percent, would take stock and are seeking to convince holders of about 20 percent of Dell stock to take additional shares. Should that happen, the overall dilution of Dell’s stock would mean that group would own about two-thirds of the company.

In a letter to Mr. Icahn and Southeastern, the special committee said it was not sure how to treat the new plan, highlighting its skepticism that it could evaluate the proposal as a clear alternative to the management buyout.

“It is not clear to us whether you intend to formulate your transaction as an actual acquisition proposal that the board could evaluate and potentially endorse or accept or rather to propose it as an alternative that the board could consider in the event the pending sale to Silver Lake and Michael Dell is not approved,” the directors wrote.

Among the information the special committee is seeking is a draft of the plan and who would run the company if Mr. Icahn and Southeastern succeed, because they have been vocal in seeking out replacements for Mr. Dell.

The directors are also seeking more information about how the dividend plan would be financed. So far, Mr. Icahn has suggested that he would provide a “couple of billion” dollars in bridge loans and has provisionally lined up about $1.6 billion from the Jefferies Group.

The Dell committee in particular questioned Mr. Icahn’s suggestion that the plan could be financed in part by drawing upon Dell’s existing cash and the sale of its accounts receivable, saying that the move would reduce future cash flow.