The deal with Michael Dell and Silver Lake would end Dell Inc.'s 25-year history as a public company, allowing a potential turnaround to be worked out away from the scrutiny and pressure of Wall Street.
With an 8.4 percent stake, Southeastern is Dell's second-largest shareholder after Michael Dell, who still owns 14 percent of the company that he founded as a college student in 1984.
That makes Southeastern a potentially influential player in Dell Inc.'s fate. Michael Dell is contributing $4.5 billion in cash and stock to the deal he worked out with Silver Lake because that agreement will leave him in control of the Round Rock, Texas, company.
It's unclear if Blackstone or Icahn will negotiate a similar arrangement with Michael Dell, who has said he is willing to work with the alternative bidders.
If Michael Dell remains exclusively aligned with Silver Lake, Blackstone and Icahn would either have to line up even more financing to pay for their proposed deals or find other ways to replace the cash and stock that Michael Dell could contribute. One way to do that would be to persuade Southeastern and other existing Dell shareholders to contribute some of their stock.
Southeastern didn't delve into that possibility in its Tuesday letter. But the firm called the Blackstone and Icahn bids better deals than the one worked out with Michael Dell.
"We view these proposals as superior primarily because each offers shareholders the opportunity to remain owners of Dell while also offering a higher cash price to owners who choose to exit their investment," Hawkins and Cates wrote. They urged Dell's special committee to negotiate with the alternative bidders in "good faith."
In a statement, the Dell committee said it's still backing the deal with Michael Dell and Silver Lake while it assess the alternate proposals. Both Blackstone and Icahn are reviewing Dell Inc.'s books before taking the next step in their bids.