Tag Archive for Mergers and Acquisition

Web Pioneers AOL and Yahoo Liquidated by Verizon

Web Pioneers AOL and Yahoo Liquidated by VerizonWeb pioneers AOL and Yahoo have been sold. Verizon sold the two early Internet powerhouses to the private equity firm Apollo Global Management. For these once tech titans, the deal represents a failure to adapt and thrive as the internet evolved. A history of missteps and bad timing leads both AOL and Yahoo to be sold for 10% of their peak values

America Online

AOL, founded in 1991 as a BBS for Commodore 64 computers, went public in 1992. Estimates put AOL’s value at $226 billion by 2001. Over 35 million users accessed the Internet via AOL. The firm had a history of preventing users from canceling their subscriptions. In 2001 America Online bought Time Warner for $182 billion in cash and stock. The move buried the company in debt just before the dotcom bubble burst and the rise of broadband made AOL’s dial-up services virtually obsolete. AOL languished until Verizon bought the property in 2015 

Yahoo

Yahoo (YHOO), founded in 1994 had 3 billion users at its peak. It had total revenue of over $1.8 billion at its peak in 2008. Yahoo has a history of misses as well. In 1999 it spent nearly $10 billion to buy GeoCities and Broadcast.com, both of which the company eventually shut down. It spent $1.1 billion on Tumblr in 2013 and sold it for less than $3 million in 2019. The Internet pioneer rejected a $44.6 billion takeover offer from Microsoft in 2008, only to sell to Verizon for 10% of that value less than ten years later. Yahoo has the dubious honor of enabling the largest know data breach – leaking all 3 billion accounts. Verizon bought Yahoo in 2017 for $4.5 billion.

Verizon (VZ) sold the Verizon Media group for $4.25 billion in cash and a 10% stake in the new company. The former internet empires will be rebranded “Yahoo,” according to the announcement. Verizon said they expect the sale to close in the second half of 2021. The sale includes online news outlets TechCrunch, Yahoo Finance, and Engadget.

Verizon is cutting its losses

The deal values the former powerhouse businesses at significantly lower prices than Verizon paid just a few years ago.

David Sambur, co-head of private equity at Apollo, said in a statement that touted the company’s strong recent recovery from last year’s lows in CEO-speak;

We are big believers in the growth prospects of Yahoo and the macro tailwinds driving growth in digital media, advertising technology, and consumer internet platforms.

The deal is Verizon’s latest step toward exiting the media market. Verizon sold HuffPost to BuzzFeed last year. it also shut down other popular properties including Yahoo Answers.

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Call me cynical, but what happens to the few remaining staff? The PE playbook says to remove assets and pump in debt to either spin out the remains in an IPO or go bankrupt and write off the debt in a fire sale. Meanwhile, Verizon Media CEO Guru Gowrappan gets to keep his CEO position at the new Yahoo.

Hopefully, Verizon will focus on its core wireless networks business and other internet provider businesses. Opensignal reports that 5G connections are still rare for U.S. consumers. They found that users connected to mmWave 5G less than 1% of the time. Verizon was the “best” for a time connected – a whopping 0.8%, compared to 0.5% for both AT&T and T-Mobile users. 

Yahoo and AOL were early tech titans as the consumer internet formed, but have now fallen into the hands of private equity.

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Ralph Bach has been in IT long enough to know better and has blogged from his Bach Seat about IT, careers, and anything else that catches his attention since 2005. You can follow him on LinkedInFacebook, and Twitter. Email the Bach Seat here.

Record Breaking Proofpoint Buyout

Record Breaking Proofpoint buyoutThoma Bravo agreed to a record breaking Proofpoint buyout. The Chicago-based private equity firm plans to buy out publicly traded cybersecurity company Proofpoint (PFPT). The cash deal values Proofpoint at $12.3 billion. Thoma Bravo has agreed to acquire the company with a $176.00 per share price. That is a 34% premium to its trading price starting 04/23/2021.

Proofpoint buyout

Proofpoint Chief Executive Gary Steele told MarketWatch

Proofpoint logo…in 2020 we generated more than $1 billion in annual revenue – making Proofpoint the first SaaS-based cybersecurity and compliance company to reach that milestone

The board of directors of Proofpoint has approved the Proofpoint buyout agreement, including a deadline called the go shop, which expires on June 9th. This means that the company has 45 days to consider proposals from other parties.

About Proofpoint

Former Netscape CTO Eric Hahn, founded Proofpoint in June 2002. He helped launch the company in 2003 having raised $7m in a Series A funding round. Proofpoint was initially backed by venture capitalists Benchmark Capital and by Stanford University. In 2012, the company went public with an IPO which raised more than $80m.

About Thoma Bravo

Thoma Bravo logoChicago’s Thoma Bravo specializes in technology deals. The PE firm has previously made investments in SolarWinds, a software company that is in the midst of a huge cyberespionage campaign. Thoma Bravo has also bought up controlling stakes in cybersecurity companies in the past, including:

  • Barracuda in a 2017 deal worth $1.6 billion;
  • Imperva for $2.1 billion in October 2018; 
  • Sophos in 2020 for $3.9 billion.

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This is a big deal. The $12.3 billion price tag makes it the biggest cybersecurity acquisition of all time. More than the $7.68 billion Intel shelled out for McAfee 11 years ago. And VentureBeat estimates that the Proofpoint acquisition represents one of the biggest overall technology acquisitions ever, putting it in the top 20, alongside megadeals that include Dell’s $67 billion EMC purchase, IBM’s $34 billion Red Hat deal, and Salesforce’s pending $27.7 billion Slack acquisition.

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Ralph Bach has been in IT long enough to know better and has blogged from his Bach Seat about IT, careers and anything else that catches his attention since 2005. You can follow him at LinkedInFacebook and Twitter. Email the Bach Seat here.

VMware Spinoff

VMware SpinoffThe rumor mill got it right again. On Wednesday 04/15/2021 Dell Technologies confirmed the long speculated plans to spinoff VMware. The VMware spinoff will create two standalone public companies. Dell will continue to trade on the NYSE as DELL and VMware will trade as VMW.

Cash dividend of up to $12 billionThe deal includes a VMware cash dividend of up to $12 billion to all VMware shareholders, including Dell Technologies. Dell owns an 81% stake in VMware. Dell took over VMware when it acquired EMC in September 2016 for $58B. The VMware spin-off could yield Dell up to $9.7 billion to pay down its long-term debt of $41.62 billion. Dell shareholders would receive 0.44 shares of VMware for each Dell share that they hold as of 04/14/2021.

VMware spinoff

TechCrunch observes that the VMware spinoff will not be a clean break. The companies will continue to work closely together at least for another five years. VMware plans to sell its products through the Dell sales team. Dell Financial Services will continue to finance VMware deals. Finally, there is a formalized governance process in place related to achieving the commercial goals under the agreement.

VMware spinoff will not be a clean breakThe VMware spinoff is expected to close during the fourth quarter of calendar 2021, pending a favorable IRS ruling. TechCrunch says  That includes getting a favorable ruling from the IRS that the deal qualifies for a tax-free spin-off, would be a considerable hurdle for the deal.

VMware spinoff changes at the top

Dell Technologies founder and CEO Michael Dell will continue to lead the PC giant. He will also remain chairman of VMware’s board.Mr. Dell said in CEO-speak;

Dell logoBy spinning off VMware, we expect to drive additional growth … and unlock significant value for stakeholders. Both companies will remain important partners … differentiated advantage in how we bring solutions to customers … embrace new opportunities through an open ecosystem …

Zane Rowe will remain interim CEO of VMware, as the virtualization company continues to evaluate permanent CEO options to succeed Pat Gelsinger — who left the virtualization juggernaut for Chipzilla earlier this year.

Zane Rowe interim CEO of VMwareMr. Rowe told Reuters the spinoff could also allow VMware to strike more partnerships with major cloud computing providers. “This will clearly give us a lot of flexibility strategically to do more partnerships.”  The VMware spinoff will allow the independent firm to pursue deals with Amazon and Microsoft, which are Dell’s primary technology competitors.

Dell financial maneuvers

Founded in 1984, Dell initially went public in 1988. Through a record-breaking leveraged buyout Dell returned to private ownership under Michael Dell in 2013. After buying EMC in 2016, Dell again undertook a complex financial move to become public again to help the company raise funds.

VMware

VMware logoVMware was founded in 1998 and acquired by EMC in 2004. EMC sold part of its stake in an initial public offering in 2007. EMC’s holdings in VMware passed to Dell when it acquired EMC in 2016 in the largest successful acquisition in the technology industry.

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In another effort to slim down the company, Dell is exploring options to selling its Boomi cloud business for $3 billion. Dell Technologies sold Boomi for about $4 billion. The proceeds should help Dell reduce its debt. The data integration company is being purchased by the investment firm Francisco Partners along with the private equity firm TPG Capital. The sale is expected to close by the end of 2021.

Boomi provides a cloud-based integration platform as a service (iPaaS) for more than 15,000 customers. Dell acquired Boomi in 2010.

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Ralph Bach has been in IT long enough to know better and has blogged from his Bach Seat about IT, careers, and anything else that catches his attention since 2005. You can follow him on LinkedInFacebook, and Twitter. Email the Bach Seat here.

McAfee Selling its Enterprise Security Business

McAfee Selling its Enterprise Security BusinessMcAfee is back in the news again. The often sold antivirus vendor is selling its enterprise security business. McAfee and private equity firm Symphony Technology Group (STG) announced on 03/08/2021 that the PE is buying McAfee’s enterprise security business for $4.0 billion in an all-cash deal. The deal is expected to close before 2022. McAfee is keeping its consumer security software business.

Selling its enterprise security business

$4.0 billion in an all-cash dealThe McAfee website touts that the enterprise business serves 86% of the Fortune 100 firms, and generated $1.3 billion in net revenue in the fiscal year 2020. Despite these numbers, it is clear why McAfee is selling its enterprise security business. For FY2020 the company reported $2.9 billion in total revenue, up 10% YoY. Techcrunch says the overall revenue broke down to $1.6 billion from the consumer side. The enterprise side brought in $1.3 billion in net revenue, an increase of just 1%.

Increased competition

One of the reasons McAfee is selling its enterprise security business is increased competition. McAfee’s enterprise business has struggled in recent years against fast-growing endpoint detection and response (EDR) software companies — such as CrowdStrike and SentinelOne. CrowdStrike’s revenue was up 86% YoY in 21Q3. SentinelOne is preparing an IPO that could achieve a $10 billion valuation. Also, major technology companies such as Cisco Systems, Microsoft, and VMware’s  Carbon Black have pushed deeper into McAfee’s market space.

We have seen this before

We have seen this beforeAfter the sale of the enterprise security business, it will re-branded. Once the deal closes, the McAfee consumer business will be known as McAfee. The STG-McAfee deal is similar to Symantec’s breakup. As I wrote about in 2019, Broadcom acquired Symantec’s enterprise security business for $10.7 billion. Symantec’s consumer business, now known as NortonLifeLock, remains publicly traded.

Legacy Synergy 

SynergySTG’s purchase of McAfee’s enterprise security business should pair well with another STG enterprise-focused security holding. The PE firm purchased RSA from Dell last February for $2 billion. STG did not point directly to the RSA acquisition, the two investments create a large combined legacy security business for the firm. Both firms have strong brand recognition but have lost some of their edge to more modern competitors in the marketplace.

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Ralph Bach has been in IT long enough to know better and has blogged from his Bach Seat about IT, careers, and anything else that catches his attention since 2005. You can follow him on LinkedInFacebook, and Twitter. Email the Bach Seat here.

Dell to Spin off VMWare?

Layoffs are coming to DellUpdated 09/16/2020 – Layoffs are coming to Dell Technologies. Bloomberg reports that during it’s last quarterly all-staff meeting, Dell workers were told that company-wide workforce reductions were coming. A Dell spokesperson announced,  “… we’re addressing our cost structure to make sure we’re as competitive as we should be now and for future opportunities … we’re doing what’s best for the long-term health of our company and our team.

Dell has already taken a number of people cost-cutting measures. It has suspended 401(k) matching, bonuses, and promotions for the fiscal year. The firm had previously announced that 60% of its workforce will WFH or be in the office one or two days a week. Dell will provide a one-time stipend of $400 for home-office equipment.

However, over at VMware, which is 81% owned by Dell, there is a different pain. VMware has told its employees they can move away from Silicon Valley and work remotely on a permanent basis. However, VMware may cut their pay should they chose to move to a less expensive location. Employees who move could face salary cuts of 8% -18% Bloomberg reported.  A VMware spokesperson emailed SDXcentral,

…VMware is building a dynamic, global workforce of the future where our people have choice and flexibility to work from any location … VMware is dedicated to equitable pay for its workforce, not by only race and gender, but also work location or geography.

Dell to Spin off VMWare?

The rumor mill is grinding on Dell and VMware again. Back in June 2020, the WSJ reported that Round Rock, TX-based Dell Technologies (DELL) was exploring the idea of spinning off its $50 Billion – 81% ownership stake in VMware (VMW). But the dust settled on that speculation until recently

VMware logoDuring the 08/27/2020 Q2 earnings call, VMware CEO Pat Gelsinger said his company was in discussions with parent-owner Dell about a possible spin-off. According to a Seeking Alpha transcript, CEO Gelsinger said,

I want to acknowledge the recent Dell Technologies 13D filing about their considerations of a potential VMware spin-off … our Board has formed a special committee … and we are in discussions with Dell.

Potential spin-off

Dell logoCEO Gelsinger sought to assure current VMware customers. “We have over a year to go as any potential spin-off would not occur prior to September 2021.” The potential spin-off would be designed to “unlock the full value of Dell’s hardware business and VMware’s software business.” As of 09/01/2020, VMware’s market cap ($59.2B) overshadows Dell’s ($49.17B) market cap.

In June 2020 statement Dell said:

Dell Technologies believes a spin-off could benefit both Dell Technologies and VMware shareholders, team members, customers and partners by simplifying capital structures and creating additional long-term enterprise value. …  Any potential spin-off would …  be intended to qualify as tax-free for U.S. federal income tax purposes.

VMware Solid second-quarter results

COVID-19Fierce Telecom reports that VMware posted solid second-quarter results in the face of headwinds from the COVID-19 pandemic. On-premise revenues were down to the pandemic. However, VMware’s subscription and software-as-a-service (SaaS) revenue was up 44% from a year ago. SaaS revenue was $631 million and accounted for 22% of its total revenue in Q2.

VMware reported second-quarter earnings of $447 million, or $1.06 per share, on revenue of $2.88 billion. The results were an increase of 9% year over year from $2.63 billion. VMware CEO Gelsinger commented, “I do think, as we’ve indicated, that COVID has been a bit of a headwind for on-premise, growth … particularly in the Americas.”

Looking forward, Mr. Gelsinger foresees uncertainties into 2021 due to COVID-19.

We do think that the environment remains a pretty uncertain. … we expect Q3 to still be challenging with recovery in Q4 and Q1 and into next year … we still think that (there are) several quarters of recovery until we’re back to a more normal economic environment.

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The deal makes sense for the big-wigs. Big-wigs that will profit from the venture include Dell CEO Michael Dell and his venture capital backers. PE firm Silver Lake owns about 100 million shares of Dell, worth over $5 billion. CRN suggests that the deal could shift Dell’s $48 billion in long-term debt elsewhere, potentially to VMware.

What are the risks to VMware’s enterprise customers? CEO Dell claims he expects to formalize agreements between the step-children. The agreements would allow “ongoing strategic benefits and continued support for customers of both companies following any spin-off.” 

The firms have tightly integrated Dell hardware with VMware software. In the face of a COVID-19 recession well into 2021 enterprise customers are going to be pretty risk-averse. Customers are going to have to take whatever price increases VMware imposes to cover the new debt.

There are lots of people available with strong VMware skill-sets. Moving a firm’s infrastructure off VMware to a private or hybrid cloud environment as a managed service would require different IT operating models and skill sets that would probably cost a lot to set up and support. 

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Ralph Bach has been in IT long enough to know better and has blogged from his Bach Seat about IT, careers, and anything else that catches his attention since 2005. You can follow him on LinkedInFacebook, and Twitter. Email the Bach Seat here.