Jul
01
2020
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Unpacking how Dell’s debt load and VMware stake could come together

Last week, we discussed the possibility that Dell could be exploring a sale of VMware as a way to deal with its hefty debt load, a weight that continues to linger since its $67 billion acquisition of EMC in 2016. VMware was the most valuable asset in the EMC family of companies, and it remains central to Dell’s hybrid cloud strategy today.

As CNBC pointed out last week, VMware is a far more valuable company than Dell itself, with a market cap of almost $62 billion. Dell, on the other hand, has a market cap of around $39 billion.

How is Dell, which owns 81% of VMware, worth less than the company it controls? We believe it’s related to that debt, and if we’re right, Dell could unlock lots of its own value by reducing its indebtedness. In that light, the sale, partial or otherwise, of VMware starts to look like a no-brainer from a financial perspective.

At the end of its most recent quarter, Dell had $8.4 billion in short-term debt and long-term debts totaling $48.4 billion. That’s a lot, but Dell has the ability to pay down a significant portion of that by leveraging the value locked inside its stake in VMware.

Yes, but …

Nothing is ever as simple as it seems. As Holger Mueller from Constellation Research pointed out in our article last week, VMware is the one piece of the Dell family that is really continuing to innovate. Meanwhile, Dell and EMC are stuck in hardware hell at a time when companies are moving faster than ever expected to the cloud due to the pandemic.

Dell is essentially being handicapped by a core business that involves selling computers, storage and the like to in-house data centers. While it’s also looking to modernize that approach by trying to be the hybrid link between on-premise and the cloud, the economy is also working against it. The pandemic has made the difficult prospect of large enterprise selling even more challenging without large conferences, golf outings and business lunches to grease the skids of commerce.

Jun
24
2020
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Dell’s debt hangover from $67B EMC deal could put VMware stock in play

When Dell bought EMC in 2016 for $67 billion it was one of the biggest acquisitions in tech history, and it brought with it a boatload of debt. Since then Dell has been working on ways to mitigate that debt by selling off various pieces of the corporate empire and going public again, but one of its most valuable assets remains VMware, a company that came over as part of the huge EMC deal.

The Wall Street Journal reported yesterday that Dell is considering selling part of its stake in VMware. The news sent the stock of both companies soaring.

It’s important to understand that even though VMware is part of the Dell family, it runs as a separate company, with its own stock and operations, just as it did when it was part of EMC. Still, Dell owns 81% of that stock, so it could sell a substantial stake and still own a majority of the company, or it could sell it all, or incorporate into the Dell family, or of course it could do nothing at all.

Patrick Moorhead, founder and principal analyst at Moor Insights & Strategy, thinks this might just be about floating a trial balloon. “Companies do things like this all the time to gauge value, together and apart, and my hunch is this is one of those pieces of research,” Moorhead told TechCrunch.

But as Holger Mueller, an analyst with Constellation Research, points out, it’s an idea that could make sense. “It’s plausible. VMware is more valuable than Dell, and their innovation track record is better than Dell’s over the last few years,” he said.

Mueller added that Dell has been juggling its debts since the EMC acquisition, and it will struggle to innovate its way out of that situation. What’s more, Dell has to wait on any decision until September 2021 when it can move some or all of VMware tax-free, five years after the EMC acquisition closed.

“While Dell can juggle finances, it cannot master innovation. The company’s cloud strategy is only working on a shrinking market and that ain’t easy to execute and grow on. So yeah, next year makes sense after the five-year tax-free thing kicks in,” he said.

In between the spreadsheets

VMware is worth $63.9 billion today, while Dell is valued at a far more modest $38.9 billion, according to Yahoo Finance data. But beyond the fact that the companies’ market caps differ, they are also quite different in terms of their ability to generate profit.

Looking at their most recent quarters each ending May 1, 2020, Dell turned $21.9 billion in revenue into just $143 million in net income after all expenses were counted. In contrast, VMware generated just $2.73 billion in revenue, but managed to turn that top line into $386 million worth of net income.

So, VMware is far more profitable than Dell from a far smaller revenue base. Even more, VMware grew more last year (from $2.45 billion to $2.73 billion in revenue in its most recent quarter) than Dell, which shrank from $21.91 billion in Q1 F2020 revenue to $21.90 billion in its own most recent three-month period.

VMware also has growing subscription software (SaaS) revenues. Investors love that top line varietal in 2020, having pushed the valuation of SaaS companies to new heights. VMware grew its SaaS revenues from $411 million in the year-ago period to $572 million in its most recent quarter. That’s not rocketship growth mind you, but the business category was VMware’s fastest growing segment in percentage and gross dollar terms.

So VMware is worth more than Dell, and there are some understandable reasons for the situation. Why wouldn’t Dell sell some VMware to lower its debts if the market is willing to price the virtualization company so strongly? Heck, with less debt perhaps Dell’s own market value would rise.

It’s all about that debt

Almost four years after the deal closed, Dell is still struggling to figure out how to handle all the debt, and in a weak economy, that’s an even bigger challenge now. At some point, it would make sense for Dell to cash in some of its valuable chips, and its most valuable one is clearly VMware.

Nothing is imminent because of the five-year tax break business, but could something happen? September 2021 is a long time away, and a lot could change between now and then, but on its face, VMware offers a good avenue to erase a bunch of that outstanding debt very quickly and get Dell on much firmer financial ground. Time will tell if that’s what happens.

Feb
18
2020
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Dell sells RSA to consortium led by Symphony Technology Group for over $2B

Dell Technologies announced today that it was selling legacy security firm RSA for $2.075 billion to a consortium of investors led by Symphony Technology Group. Other investors include Ontario Teachers’ Pension Plan Board and AlpInvest Partners.

RSA came to Dell when it bought EMC for $67 billion in 2015. EMC bought the company in 2006 for a similar price it was sold for today, $2.1 billion. The deal includes several pieces, including the RSA security conference held each year in San Francisco.

As for products, the consortium gets RSA Archer, RSA NetWitness Platform, RSA SecurID, RSA Fraud and Risk Intelligence — in addition to the conference. At the time of the EMC acquisition, in a letter to customers, Michael Dell actually called out RSA as one of the companies he looked forward to welcoming to the Dell family after the deal was completed:

I am excited to work with the EMC, VMware, Pivotal, VCE, Virtustream and RSA teams, and I am personally committed to the success of our new company, our partners and above all, to you, our customers.

Times change however, and perhaps Dell decided it was simply time to get some cash and jettison the veteran security company to go a bit more modern, as RSA’s approach no longer aligned with Dell’s company-wide security strategy.

“The strategies of RSA and Dell Technologies have evolved to address different business needs with different go-to-market models. The sale of RSA gives us greater flexibility to focus on integrated innovation across Dell Technologies, while allowing RSA to focus on its strategy of providing risk, security and fraud teams with the ability to holistically manage digital risk,” Dell Technology’s chief operating officer and vice chairman Jeff Clarke, wrote in a blog post announcing the deal.

Meanwhile, RSA president Rohit Ghai tried to put a happy spin on the outcome, framing it as the next step in the company’s long and storied history. “The one constant in every episode of our existence has been our focus on the success of our customers and our ability to endure through market disruption by innovating on behalf of our customers,” he wrote in a blog post on the RSA company website.

The deal is subject to the normal kinds of regulatory approval before it is finalized.

Dec
30
2019
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VMware completes $2.7 billion Pivotal acquisition

VMware is closing the year with a significant new component in its arsenal. Today it announced it has closed the $2.7 billion Pivotal acquisition it originally announced in August.

The acquisition gives VMware another component in its march to transform from a pure virtual machine company into a cloud native vendor that can manage infrastructure wherever it lives. It fits alongside other recent deals like buying Heptio and Bitnami, two other deals that closed this year.

They hope this all fits neatly into VMware Tanzu, which is designed to bring Kubernetes containers and VMware virtual machines together in a single management platform.

“VMware Tanzu is built upon our recognized infrastructure products and further expanded with the technologies that Pivotal, Heptio, Bitnami and many other VMware teams bring to this new portfolio of products and services,” Ray O’Farrell, executive vice president and general manager of the Modern Application Platforms Business Unit at VMware, wrote in a blog post announcing the deal had closed.

Craig McLuckie, who came over in the Heptio deal and is now VP of R&D at VMware, told TechCrunch in November at KubeCon that while the deal hadn’t closed at that point, he saw a future where Pivotal could help at a professional services level, as well.

“In the future when Pivotal is a part of this story, they won’t be just delivering technology, but also deep expertise to support application transformation initiatives,” he said.

Up until the closing, the company had been publicly traded on the New York Stock Exchange, but as of today, Pivotal becomes a wholly owned subsidiary of VMware. It’s important to note that this transaction didn’t happen in a vacuum, where two random companies came together.

In fact, VMware and Pivotal were part of the consortium of companies that Dell purchased when it acquired EMC in 2015 for $67 billion. While both were part of EMC and then Dell, each one operated separately and independently. At the time of the sale to Dell, Pivotal was considered a key piece, one that could stand strongly on its own.

Pivotal and VMware had another strong connection. Pivotal was originally created by a combination of EMC, VMware and GE (which owned a 10% stake for a time) to give these large organizations a separate company to undertake transformation initiatives.

It raised a hefty $1.7 billion before going public in 2018. A big chunk of that came in one heady day in 2016 when it announced $650 million in funding led by Ford’s $180 million investment.

The future looked bright at that point, but life as a public company was rough, and after a catastrophic June earnings report, things began to fall apart. The stock dropped 42% in one day. As I wrote in an analysis of the deal:

The stock price plunged from a high of $21.44 on May 30th to a low of $8.30 on August 14th. The company’s market cap plunged in that same time period falling from $5.828 billion on May 30th to $2.257 billion on August 14th. That’s when VMware admitted it was thinking about buying the struggling company.

VMware came to the rescue and offered $15.00 a share, a substantial premium above that August low point. As of today, it’s part of VMware.

Jun
10
2019
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Salesforce’s Tableau acquisition is huge, but not the hugest

When you’re talking about 16 billion smackeroos, it’s easy to get lost in the big number. When Salesforce acquired Tableau this morning for $15.7 billion, while it was among the biggest enterprise deals ever, it certainly wasn’t the largest.

There was widespread speculation that when the new tax laws went into effect in 2017, and large tech companies could repatriate large sums of their money stored offshore, we would start to see a wave of M&A activity, and sure enough that’s happened.

As Box CEO Aaron Levie pointed out on Twitter, it also shows that if you can develop a best-of-breed tool that knocks off the existing dominant tool set, you can build a multibillion-dollar company. We have seen this over and over, maybe not $15 billion companies, but substantial companies with multibillion-dollar price tags.

Last year alone we saw 10 deals that equaled $87 billion, with the biggest prize going to IBM when it bought Red Hat for a cool $34 billion, but even that wasn’t the biggest enterprise deal we could track down. In fact, we decided to compile a list of the biggest enterprise deals ever, so you could get a sense of where today’s deal fits.

Salesforce buys MuleSoft for $6.5 billion in 2018

At the time, this was the biggest deal Salesforce had ever done — until today. While the company has been highly acquisitive over the years, it had tended to keep the deals fairly compact for the most part, but it wanted MuleSoft to give it access to enterprise data wherever, it lived and it was willing to pay for it.

Microsoft buys GitHub for $7.5 billion in 2018

Not to be outdone by its rival, Microsoft opened its wallet almost exactly a year ago and bought GitHub for a hefty $7.5 billion. There was some hand-wringing in the developer community at the time, but so far, Microsoft has allowed the company to operate as an independent subsidiary.

SAP buys Qualtrics for $8 billion in 2018

SAP swooped in right before Qualtrics was about to IPO and gave it an offer it couldn’t refuse. Qualtrics gave SAP a tool for measuring customer satisfaction, something it had been lacking and was willing to pay big bucks for.

Oracle acquires NetSuite for $9.3 billion in 2016

It wasn’t really a surprise when Oracle acquired NetSuite. It had been an investor and Oracle needed a good SaaS tool at the time, as it was transitioning to the cloud. NetSuite gave it a ready-to-go packaged cloud service with a built-in set of customers it desperately needed.

Salesforce buys Tableau for $15.7 billion in 2019

That brings us to today’s deal. Salesforce swooped in again and paid an enormous sum of money for the Seattle software company, giving it a data visualization tool that would enable customers to create views of data wherever it lives, whether it’s part of Salesforce or not. What’s more, it was a great complement to last year’s MuleSoft acquisition.

Broadcom acquires CA Technologies for $18.9 billion in 2018

A huge deal in dollars from a year of big deals. Broadcom surprised a few people when a chip vendor paid this kind of money for a legacy enterprise software vendor and IT services company. The $18.9 billion represented a 20% premium for shareholders.

Microsoft snags LinkedIn for $26 billion in 2016

This was a company that Salesforce reportedly wanted badly at the time, but Microsoft was able to flex its financial muscles and come away the winner. The big prize was all of that data, and Microsoft has been working to turn that into products ever since.

IBM snares Red Hat for $34 billion in 2018

Near the end of last year, IBM made a huge move, acquiring Red Hat for $34 billion. IBM has been preaching a hybrid cloud approach for a number of years, and buying Red Hat gives it a much more compelling hybrid story.

Dell acquires EMC for $67 billion in 2016

This was the biggest of all, by far surpassing today’s deal. A deal this large was in the news for months as it passed various hurdles on the way to closing. Among the jewels that were included in this deal were VMware and Pivotal, the latter of which has since gone public. After this deal, Dell itself went public again last year.

Note: A reader on Twitter pointed out one we missed: Symantec bought Veritas for $13.5 billion in 2004.

Dec
11
2018
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Dell’s long game is in hybrid and private clouds

When Dell voted to buy back the VMware tracking stock and go public again this morning, you had to be wondering what exactly the strategy was behind these moves. While it’s clearly about gaining financial flexibility, the $67 billion EMC deal has always been about setting up the company for a hybrid and private cloud future.

The hybrid cloud involves managing workloads on premises and in the cloud, while private clouds are ones that companies run themselves, either in their own data centers or on dedicated hardware in the public cloud.

Patrick Moorhead, founder and principal analyst at Moor Insight & Strategy, says this approach takes a longer investment timeline, and that required the changes we saw this morning. “I believe Dell Technologies can better invest in its hybrid world with longer-term investors as the investment will be longer term, at least five years,” he said. Part of that, he said, is due to the fact that many more on-prem to public connectors services need to be built.

Dell could be the company that helps build some of those missing pieces. It has always been at its heart a hardware company, and as such either of these approaches could play to its strengths. When the company paid $67 billion for EMC in 2016, it had to have a long-term plan in mind. Michael Dell’s parents didn’t raise no fool, and he saw an opportunity with that move to push his company in a new direction.

It was probably never about EMC’s core storage offerings, although a storage component was an essential ingredient in this vision. Dell and his investor’s eyes probably were more focused on other pieces inside the federation — the loosely coupled set of companies inside the broader EMC Corporation.

The VMware bridge

The crown jewel in that group was of course VMware, the company that introduced the enterprise to server virtualization. Today, it has taken residency in the hybrid world between the on-premises data center and the cloud. Armed with broad agreements with AWS, VMware finagled its way to be a key bridge between on prem and the monstrously popular Amazon cloud. IT pros used to working with VMware would certainly be comfortable using it as a cloud control panel as they shifted their workloads to AWS cloud virtual machines.

In fact, speaking at a press conference at AWS re:Invent earlier this month, AWS CEO Andy Jassy said the partnership with VMware has been really transformational for his company on a lot of different levels. “Most of the world is virtualized on top of VMware and VMware is at the core of most enterprises. When you start trying to solve people’s problems between being on premises and in the cloud, having the partnership we have with VMware allows us to find ways for customers to use the tools they’ve been using and be able to use them on top of our platform the way they want,” Jassy told the press conference.

The two companies also announced an extension of the partnership with the new AWS Outposts servers, which bring the AWS cloud on prem where customers can choose between using VMware or AWS to manage the workloads, whether they live in the cloud or on premises. It’s unclear whether AWS will extend this to other companies’ hardware, but if they do you can be sure Dell would want to be a part of that.

Pivotal’s key role

But it’s not just VMware that Dell had its sights on when it bought EMC, it was Pivotal too. This is another company, much like VMware, that is publicly traded and operates independently of Dell, even while living inside the Dell family of products. While VMware handles managing the server side of the house, Pivotal is about building software products.

When the company went public earlier this year, CEO Rob Mee told TechCrunch that Dell recognizes that Pivotal works better as an independent entity. “From the time Dell acquired EMC, Michael was clear with me: You run the company. I’m just here to help. Dell is our largest shareholder, but we run independently. There have been opportunities to test that [since the acquisition] and it has held true,” Mee said at the time.

Virtustream could also be a key piece providing a link to run traditional enterprise applications on multi-tenant clouds. EMC bought this company in 2015 for $1.2 billion, then later spun it out as a jointly owned venture of EMC and VMware later that year. The company provides another link between applications like SAP that once only ran on prem.

Surely it had to take all the pieces to get the ones it wanted most. It might have been a big price to pay for transformation, especially since you could argue that some of the pieces were probably past their freshness dates (although even older products bring with them plenty of legacy licensing and maintenance revenue).

Even though the long-term trend is shifting toward moving to the cloud, there will be workloads that stay on premises for some time to come. It seems that Dell is trying to position itself as the hybrid/private cloud vendor and all that entails to serve those who won’t be all cloud, all the time. Whether this strategy will work long term remains to be seen, but Dell appears to be betting the house on this approach, and today’s moves only solidified that.

Dec
11
2018
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Dell votes to buy back VMware tracking stock and go public again

Dell announced it has agreed to buy back the VMware tracking stock from the EMC acquisition. The company confirmed the buy-back price of $120 per share for a total of $23.9 billion. With today’s move, Dell will return to being publicly traded starting on December 28th.

Sixty-one percent of shareholders voted in favor of the deal. It’s unclear how Wall Street will deal with the $50 billion debt load the company is carrying as a result of that $67 billion EMC acquisition from two years ago, but chairman and CEO Michael Dell got the results he wanted.

“With this vote, we are simplifying Dell Technologies’ capital structure and aligning the interests of our investors,” Dell said in a statement.

A company spokesperson confirmed that Dell is going public again. “Portions of Dell Technologies have been publicly traded through, for example, VMware and the tracker stock. The NYSE:DELL Class C shares will enable investors to invest in the full breadth of Dell Technologies company.” In plain terms, that means the company will be sold on the New York Stock Exchange under the DELL symbol.

Part of the EMC deal was a payout to shareholders based on VMware tracking stock. VMware was a key part of the deal in that it was one of the more valuable pieces in the EMC federation of companies. It still runs as a separate company with separate stock listing.

There was much drama prior to this vote with activist investor Carl Icahn suing the company last month after Dell announced a price of $21.7 billion for the tracking stock last July. The move did get Dell to move the needle on the price a bit, although not as much as Icahn had hoped.

With today’s vote, Ray Wang, founder and principal analyst at Constellation Research, says the company is looking to move away from activist investors like Icahn and Elliott Management to more traditional institutional investors. “Michael Dell is attempting to rid his short-term activist shareholders for more mid- to long-term institutional types as he goes public again,” Wang explained.

As the company returns to the public markets, it means it is in the fairly unique position of going from public to private to public again. Dell originally went public in 1988 before taking the company private again in 2013 in a $24.4 billion buy-back.

At least one other company, Deltek, took a similar path over a decade ago. It eventually was sold to private equity firm Thoma Bravo for $1.1 billion in 2012 before being sold again in 2016 for $2.8 billion.

Feb
02
2018
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Dell confirms it’s considering combining with VMware and other options in SEC filing

 This morning, Dell confirmed previously published reports in an SEC filing, that it is considering various options to possibly reorganize itself. Reports emerged last week suggesting the Dell board was planning a meeting to discuss options for dealing with the enormous debt it took on when it acquired EMC in 2015 for $67 billion. The SEC filing confirmed earlier reports that it was… Read More

Jan
29
2018
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Why the Dell rumors might have substance

 By now you’ve probably heard that the Dell board is supposed to be convening later this month to figure out how it might reorganize itself to deal with the mountain of debt it took on when it bought EMC in 2015 for $67 billion. The rumors began on Friday and involved a couple of possible scenarios including Dell going public or Dell buying the remainder of VMware (which I’m not… Read More

Sep
07
2016
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$67 billion Dell-EMC deal closes today

dell-emc Last Fall, rumors began circulating that Dell was interested in acquiring EMC. On October 12th, the rumors proved true when Dell announced it was buying EMC for an astonishing $67 billion, a record price for a tech acquisition. Almost a year later, for better or worse (richer or poorer), that deal is official today. While the parties might like to frame this as a deal with little drama, the… Read More

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