Forum participants were encouraged to consider appraisal rights in
June 2013 as a means of realizing the same long term intrinsic
value that the company's founder and private equity partner sought
in an opportunistic market-priced buyout, and
legal research of court
valuation standards was commissioned to support the required
investment
decisions.
Each of the Dell shareholders who chose to rely upon the Forum's
support satisfied the procedural requirements to be eligible for payment
of the $17.62 fair value, plus interest on that amount compounding since
the effective date at 5% above the Federal Reserve discount rate.
Note: On December 14, 2017, the
Delaware Supreme Court
reversed and remanded the
decision above, encouraging reliance upon market pricing of the
transaction as a determination of "fair value." The Forum
accordingly
reported that it would resume
support of marketplace processes instead of
judicial appraisal for the realization of intrinsic value in
opportunistically priced but carefully negotiated buyouts.
Summary: Dell's software leader, John
Swainson, has a big challenge: Convince customers the traditionally
hardware focused vendor has a breadth of applications to manage their
infrastructure.
John Swainson, head of Dell's software
unit, has a tall order: Convince the business technology masses that his
company is about more than hardware and scale his division.
That challenge is one faced by a few
hardware-centric players. Hewlett-Packard is increasingly talking about
its software footprint as it applies to its hardware. Dell obviously
wants to be about software too much like a mini-IBM. And even Samsung is
playing up its software over its obvious hardware, supply chain and
scale advantages.
Why the software fuss? Hardware is a
tough business that's only going to get tougher amid cloud computing and
a breed of C-level executives who see tablets and mobile devices
replacing PCs and companies like Amazon Web Services nixing those data
center build out plans.
In other words, Swainson (right) and
Dell have a lot to navigate once it goes private at some point in a
leveraged buyout. On the obvious issue of going private, Swainson said
Dell's plan for growing its software unit won't change. He added that he
doesn't expect any customer concerns about going private either. "Being
private doesn't affect us in the least. The corporate structure of Dell
doesn't make a difference on how customers interact with our products or
how we develop or sell them, said Swainson.
Here's a recap of my conversation with
Swainson:
What's scale for Dell's
software unit? Swainson noted that the $1 billion in annual
revenue mark is a key tipping point for software companies. Dell's
software unit is on an annual run rate of about $1.5 billion and has
6,000 employees courtesy of the Quest Software acquisition. The Quest
deal was all about scale and critical mass around engineering, product
and sales, said Swainson. "Dell had a few acquisitions with Kace and
Boomi and some rudimentary capability, but needed scale," said Swainson.
"Big software businesses are more profitable and if you do it right you
can gain tremendous volume of sales through products." The catch is that
a software company at scale needs to grow sales and have a manageable
roster of products. "Microsoft has a relatively small number of
products," noted Swainson. To Swainson, Oracle CEO Larry Ellison has
repeatedly proved the scale and software profit connection via that
company's buying binge over the years. Dell Software won't be Oracle,
but needs to be "significantly large in enough areas to create volume
efficiency."
My take: The wild card is
whether the conventional software models---perpetual licenses and
maintenance---will continue to work as applications move to the cloud.
What's big enough?
Swainson said that having a $1.5 billion revenue footprint inside of
Dell, which $56.7 billion in revenue in fiscal 2013, may not be relevant
enough. "What's big enough in the context of Dell?" asked Swainson, who
committed to $2 billion to $3 billion in revenue in fiscal 2016. That
revenue growth will be "organic primarily," but the $5 billion in annual
sales for Dell Software will have to be hit at some point. "Generating
20 percent to 30 percent of operating income would be a good definition
of big enough inside of Dell," said Swainson.
My take: The biggest perk of
going private for Dell would be that it can use software as the glue
tying together its hardware stack. Dell Software will have to grow
organically and through acquisition.
Swainson's experience and how
it applies to Dell. Swainson was CEO of CA for five years and
was credited with turning the company around after years of scandal.
However, Swainson said his experience at IBM may be more relevant to
Dell. "This is more like IBM and making software relevant in a company
with a hardware heritage," said Swainson. The aim for Dell, like IBM, is
to tie software to hardware and services.
My take: The IBM model has
worked for years, but it has been hard to emulate for rivals.
Dell Software's bets and
narrative. The bets for Dell revolve around endpoint, cloud,
systems management and security. Bring your own device is also a key
theme. Swainson said that Dell Software doesn't have to do everything,
but fill real needs. "The Dell narrative is to focus on make it easier
to deploy technology and gain value from it quickly and manage work as
it evolves from physical to virtual to private and public cloud," said
Swainson. "We're not trying to have an exclusive narrative that we do
everything. We'll partner with others for essential elements and fill in
pieces." There's already a precedent for that approach in how Quest
deals with Microsoft and managing Windows environments.
My take: It's an open question
whether Dell's software unit can hit scale by filling in gaps.
The role of SaaS in Dell's
software unit. Dell delivers its wares via SaaS in some cases,
but the bulk of revenue will be license and maintenance, said Swainson.
"There are lots of things to like about SaaS revenue. It's sticky and
sustainable, but takes a long time to grow profits on a GAAP basis,"
said Swainson. Ultimately, Dell Software will see $200 million to $300
million in SaaS revenue if it grows to be as big as Swainson hopes.
"Inside of the data center I don't see the shift to SaaS over the medium
term or long term," said Swainson. "Think about the things most
successful delivered as SaaS and they are applications delivered through
a browser. We're likely to stick with infrastructure type technology
because it's a natural fit for Dell." Systems management and low amounts
of data latency don't scream SaaS generally speaking.
My take: The emphasis on
getting big forces a more traditional software model. Should Dell
consider disruption or size?
What's Dell's toughest sell?
"Dell's first challenge is going to customers and showing the breadth of
what we do," said Swainson. "People still associate Dell with desktop
PCs. If you do a word association game Dell equals PCs." The solution
for Dell is to become part of proofs of concepts in the enterprise.
My take: Dell's business will
revolve around hardware for the foreseeable future so Swainson and his
software army will need to evangelize.
When will Dell be thought of as
a software player? "It takes a long time to change the
perspective of customers in the marketplace. At IBM it took a decade to
get the fact that company moved away from hardware to be a solution
oriented company," said Swainson. "Dell only started a couple years ago.
We're not to the point where people think of us having the breadth of an
IBM, but with midsized customers we have a better story." Swainson said
that in the long run, the only way to be seen as a software player is to
"get in there and demonstrate capabilities." "When you get established
in an industry and geography and make a few customers successful
(awareness) happens virally," said Swainson. "But it's a multi-year
process."
My take: Swainson is realistic
about the time it takes to change the perception about Dell.
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