Fitch's 2013 technology outlook released last week stated that speculation around a Dell leveraged buyout (LBO) would re-surface in 2013 but would unlikely be consummated for several reasons. Since our outlook, press reports indicate that a deal may well be on its way. We believe that should an LBO occur, and keeping in mind that there are a number of different financing scenarios, an issuer default rating in the single -'B' category would be likely.

Depending on the structuring, we believe gross leverage could be between 3.5 times (x) to and 4.5x assuming repatriation of a large portion of Dell's international cash. Leverage could be approximately 1.0x higher should the company seek to raise debt secured by portions of the international cash (as some media outlets have speculated).

We would expect the basis for any going-private transaction would revolve around transforming the company into a smaller, higher margin business over the next three-to-five years that would command a higher enterprise value multiple upon exit than its currently being awarded value in the public equity market.

Dell, led by David Johnson (the recently departed head of corporate strategy), has done a solid job of building a portfolio of higher margin end-to-end enterprise solutions of security, networking, storage, and IT management tools. Despite these higher- margin businesses, execution to date has been relatively nascent relative to the company's overall size. High leverage would greatly limit the company's flexibility to address challenges in the highly competitive and evolving technology industry. Dell will continue to face formidable competitors, such as EMC, IBM, Cisco, Oracle, Accenture, HP, and others, all of which will have far greater financial flexibility, should an LBO be completed.

Dell's ability to repatriate its significant offshore cash is a critical determinant in the LBO decision, as it greatly influences the expected rate of return on the transaction and the vast majority of Dell's cash is held offshore. In addition, we have historically stated that a portion of Dell's cash balance is directly tied to the company's negative working capital balance, which results in significant cash usage when revenues declines. Therefore, we believe Dell needs to maintain an adequate cash cushion to offset this liquidity risk, particularly given the weak macro environment and continued poor performance of the company's PC business.

Dell has spent the last several years expanding its financing business beyond the core U.S. market into Canada and Europe. We would require additional clarity around the company's long-term plans in this area, as it would be impossible to finance this business at the corporate level with a sub-investment investment-grade rating without third-party help. The inability to offer financing would place the company at competitive disadvantage.

We fully expect existing unsecured bonds to be subordinated by any potential LBO transaction. The bonds do not contain change of control covenants and the limitation on liens covenant is generally weak for bondholders.

Additional information is available on www.fitchratings.com.

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