Dell, Silver Lake Said to Disagree on Fee if LBO Fails

As Dell Inc. shareholders brace to vote this week on a $24.4 billion sale to Michael Dell and Silver Lake Management LLC, the founder and his financial backer are said to disagree about the payout of breakup fees should the buyout fail.

Silver Lake considers itself entitled to a $450 million fee if an alternative proposal from billionaire Carl Icahn succeeds within a year, said a person familiar with the situation. Dell and his board hold that Silver Lake would only get reimbursed expenses, said two other people who also asked not to be identified because the matter is private.