TechCrunch has spilled much digital ink tracking the fate of VMware since it was brought to Dell’s orbit thanks to the latter company’s epic purchase of EMC in 2016 for $ 58 billion. That transaction saddled the well-known Texas tech company with heavy debts. Because the deal left VMware a public company, albeit one controlled by Dell, how it might be used to pay down some of its parent company’s arrears was a constant question.
Dell made its move earlier this week, agreeing to spin out VMware in exchange for a huge one-time dividend, a five-year commercial partnership agreement, lots of stock for existing Dell shareholders and Michael Dell retaining his role as chairman of its board.
So, where does the deal leave VMware in terms of independence, and in terms of Dell influence? Dell no longer will hold formal control over VMware as part of the deal, though its shareholders will retain a large stake in the virtualization giant. And with Michael Dell staying on VMware’s board, it will retain influence.
Here’s how VMware described it to shareholders in a presentation this week. The graphic shows that under the new agreement, VMware is no longer a subsidiary of Dell and will now be an independent company.
But with VMware tipped to become independent once again, it could become something of a takeover target. When Dell controlled VMware thanks to majority ownership, a hostile takeover felt out of the question. Now, VMware is a more possible target to the right company with the right offer — provided that the Dell spinout works as planned.
Buying VMware would be an expensive effort, however. It’s worth around $ 67 billion today. Presuming a large premium would be needed to take this particular technology chess piece off the competitive board, it could cost $ 100 billion or more to snag VMware from the public markets.
So VMware will soon be more free to pursue a transaction that might be favorable to its shareholders — which will still include every Dell shareholder, because they are receiving stock in VMware as part of its spinout — without worrying about its parent company simply saying no.
When Dell acquired EMC in 2016 for $ 67 billion, it created a complicated consortium of interconnected organizations. Some, like VMware and Pivotal, operate as completely separate companies. They have their own boards of directors, can acquire companies and are publicly traded on the stock market. Yet they work closely within Dell, partnering where it makes sense. When Pivotal’s stock price plunged recently, VMware saved the day when it bought the faltering company for $ 2.7 billion yesterday.
Pivotal went public last year, and sometimes struggled, but in June the wheels started to come off after a poor quarterly earnings report. The company had what MarketWatch aptly called “a train wreck of a quarter.”
How bad was it? So bad that its stock price was down 42% the day after it reported its earnings. While the quarter itself wasn’t so bad, with revenue up year over year, the guidance was another story. The company cut its 2020 revenue guidance by $ 40-$ 50 million and the guidance it gave for the upcoming 2Q 19 was also considerably lower than consensus Wall Street estimates.
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.
Dell, which went private in one of the the largest leveraged buyouts in tech circa 2013, announced today that it will once again be going public through a relatively complex mechanism that will once again bring the company back onto the public markets with founder Michael Dell and Silver Lake Partners largely in control.
Dell’s leveraged buyout largely marked the final page in the company’s storied history as a PC provider, going back to the old “dude, you’re getting a Dell” commercials. The company rode that wave to dominance, but as computing shifted to laptops, mobile phones, and complex operations were offloaded into cloud services like Amazon Web Services, Azure and Google Cloud, Dell found itself navigating a complex environment while having to make a significant business transition beyond the PC era. That meant Dell would be beholden to the whims of public markets, perhaps laden with short-term pessimism over the company’s urgent need to find a transition.
The transaction is actually an offer to buy shares that track the company’s involvement in VMWare, converting that tracking stock into Dell Technologies stock that would mark its return as a publicly-traded company. Those shares will end up traded on the NYSE, around five years later after its founder took the company private with Silver Lake Partners in a deal worth roughly $ 25 billion. Silver Lake Partners owns around 24% of the company, while Dell owns 72% and will continue to serve as the chairman and CEO of the company. This move helps the company bypass the IPO process, which would remove the whole time period of potential investors scrutinizing the company (which has taken on a substantial debt load).
Dell said in its most recent quarter it recorded revenue of $ 21.4 billion, up 19% year-over-year, and over the past 12 months the company generated $ 82.4 billion of revenue with a net loss of $ 2.3 billion. The company said it has also paid down $ 13 billion of gross debt since its combination with EMC back in 2016. All this has been part of the company’s transition to find new businesses beyond just selling computers, though there’s clearly still demand for those computers in offices around the world. As it has expanded into a broader provider of IT services, it’s potentially positioned itself as a modern enterprise tools provider, which would allow it to more securely navigate public markets while offering investors a way to correctly calibrate its value.
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
Enterprise – TechCrunch
Dell is reportedly investing in wearable tech, with an eye to developing smartwatch devices, according to a report from The Guardian. Dell itself is saying that it’s looking closely at the wearable tech trend, with the aim of predicting what personal computing will look like in five years’ time. It’s a smart move sure, but also an obvious one: if there’s a computer company out there with an R&D department that isn’t at least exploring wearables, they should probably just pack it in.
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