Dell (UNKNOWN:DELL.DL) is becoming rather adept at playing "Let's Not Make a Deal" lately: Multiple machinations to go private have produced a nice pop for last year's shareholders -- but little in the way of an actual buyout. Blackstone Group (NYSE:BX) is apparently out of the buyout race, its $14.25 per-share offer now replaced by founder Michael Dell's $13.65 per-share offer as the best deal on the table. Dell stock is down 3.7% on the news.

Super investor Carl Icahn of Icahn Enterprises (NASDAQ:IEP) has presented his own $15 per-share offer, but this would keep Dell public while Icahn acquired up to 58% of the company's outstanding shares. Icahn already owns 10% of Dell's shares, and Icahn loyalists hold another 5%. He looks poised to raise that stake significantly over the next few trading days: Icahn Enterprises has been cleared to bypass the standard waiting period to raise an investor's stake up to 25%. Icahn now presents a significant roadblock to the Dell buyout, as his long history of activist investing portends a fight for control.

Source: Flickr user Sarah Baker.

What's next for Dell and its shareholders? Michael Dell's offer is barely a premium over the company's current price, but investors may want to heed Blackstone's warning, which was published this morning as news of the firm's withdrawal leaked.

You can probably guess what it says, but in case you haven't been paying attention to the computer industry this month, here's the gist: "The PC is dying." Blackstone's sneak peek at Dell's financials indicate a weaker position than expected -- unless you noticed the recent IDC report (highlighted here by my colleague Evan Niu) that shows a 14% year-over-year decline in PC sales, which is now being blamed largely on Microsoft's (NASDAQ:MSFT) abysmal Windows 8 launch. Despite Dell's diversification efforts, it remains very much a PC maker, and that means it's lashed to a sinking ship. Between early and late March, Dell reduced its 2013 operating income forecast by $700 million, and Blackstone keyed in on that in its letter. It also pointed to that 14% decline as a major cause for concern.

Microsoft still has a stake in Dell's success, with $2 billion in cash pledged to the buyout. Over the long run, Microsoft and Michael Dell might get their way, particularly if Dell's first-quarter earnings (slated for next month) are as disappointing as IDC's report. The Michael Dell buyout offer provides a floor beneath the share price, and Carl Icahn's insistence on extracting value could push the share price higher before a deal is done. However, the upside is a lot more limited now that the buyout competition has essentially been whittled down to one player.

Fool contributor Alex Planes holds no financial position in any company mentioned here. Add him on Google+ or follow him on Twitter @TMFBiggles for more insight into markets, history, and technology.

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