Dell Deal: Is a Fight Brewing? (Update 1)

NEW YORK (TheStreet) -- The deal to take Dell (DELL) private isn't dead by any means, but it just became a little more complicated.

Reuters reported that Dell's second-largest shareholder, Southeastern Asset Management, is unhappy with the deal to take Dell private at $13.65 a share, saying the PC maker is worth much more than that.

Southeastern Asset Management is Dell's second-largest shareholder, owning 8.5% of the company (including options), and in the past has said Dell's worth in the "low $20s," a price far higher than Michael Dell and Silver Lake Partners are offering for the Round Rock, Texas-based PC company. A poll conducted by TheStreet agrees with SEM -- 87% of respondents to the poll called the premium a "joke," and only 13% approved of the price.

Update: Southeastern Asset Management has filed a 13D on Dell, saying it believes it is worth $24 per share. The fund will use all options to stop the deal, as it seeks to enhance shareholder value.

Many have said that this is a sweetheart deal for Michael Dell and Silver Lake, and perhaps even for Microsoft (MSFT) , which is providing $2 billion worth of financing for the deal in the form of a loan, as it seeks to keep the PC market alive.

Southeastern purchased its stake in Dell well above the $13.65 a share price, and stands to lose hundreds of millions of dollars for its investors should the deal go through at the current price. Dell has agreed to a 45-day "go shop" period, in which the PC maker would look for an alternative deal. But many do not expect another bidder to emerge. Shareholders seem to be left between a (round) rock and a hard place when it comes to viable alternatives. By voting no on the deal, shareholders including Southeastern could see their positions fall further under water.