Should Dell have pursued a more aggressive debt-reduction move with VMware?

When Dell announced it was spinning out VMware yesterday, the move itself wasn’t surprising: there had been public speculation for some time. But Dell could have gone a number of ways in this deal, despite its choice to spin VMware out as a separate company with a constituent dividend instead of an outright sale.

The dividend route, which involves a payment to shareholders between $11.5 and $12 billion, has the advantage of being tax-free (or at least that’s what Dell hopes as it petitions the IRS). For Dell, which owns 81% of VMware, the dividend translates to somewhere between $9.3 and $9.7 billion in cash, which the company plans to use to pay down a portion of the huge debt it still holds from its $58 billion EMC purchase in 2016.

VMware was the crown jewel in that transaction, giving Dell an inroad to the cloud it had lacked prior to the deal. For context, VMware popularized the notion of the virtual machine, a concept that led to the development of cloud computing as we know it today. It has since expanded much more broadly beyond that, giving Dell a solid foothold in cloud native computing.

Dell hopes to have its cake and eat it too with this deal: it generates a large slug of cash to use for personal debt relief while securing a five-year commercial deal that should keep the two companies closely aligned. Dell CEO Michael Dell will remain chairman of the VMware board, which should help smooth the post-spinout relationship.

But could Dell have extracted more cash out of the deal?

Doing what’s best for everyone

Patrick Moorhead, principal analyst at Moor Insights and Strategies, says that beyond the cash transaction, the deal provides a way for the companies to continue working closely together with the least amount of disruption.

“In the end, this move is more about maximizing the Dell and VMware stock price [in a way that] doesn’t impact customers, ISVs or the channel. Wall Street wasn’t valuing the two companies together nearly as [strongly] as I believe it will as separate entities,” Moorhead said.

Dell is spinning out VMware in a deal expected to generate over $9B for the company

Dell announced this afternoon that it’s spinning out VMware, a move that has been suspected for some time. Dell, which acquired VMware as part of the massive $58 billion EMC acquisition (announced as $67 billion) in 2015, owns approximately 81% of the stock and the company is expected to receive between $9.3 and $9.7 billion when the deal closes later this year.

Even when it was part of EMC, VMware had a special status in that it operates as a separate entity with its own executive team, board of directors and the stock has been sold separately as well.

“Both companies will remain important partners, providing Dell Technologies with a differentiated advantage in how we bring solutions to customers. At the same time, Dell Technologies will continue to modernize its core infrastructure and PC businesses and embrace new opportunities through an open ecosystem to grow in hybrid and private cloud, edge and telecom,” Dell CEO Michael Dell said in a statement.]

While there is a lot of CEO speak in that statement, it appears to mean that the move is mostly administrative as the companies will continue to work closely together, even after the spin off is official. Dell will remain as chairman of both companies. What’s more, the company plans to use the cash proceeds from the deal to help pay down the massive debt it still has left over from the EMC deal.

The deal is expected to close at the end of this year, but it has to clear a number of regulatory hurdles first. That includes garnering a favorable ruling from the IRS that the deal qualifies for a tax-free spin-off, which is seems to be a considerable hurdle for a deal like this.

This is a breaking story. We will have more soon.

Risk startup LogicGate confirms data breach

Risk and compliance startup LogicGate has confirmed a data breach. But unless you’re a customer, you probably didn’t hear about it.

An email sent by LogicGate to customers earlier this month said on February 23 an unauthorized third-party obtained credentials to its Amazon Web Services-hosted cloud storage servers storing customer backup files for its flagship platform Risk Cloud, which helps companies to identify and manage their risk and compliance with data protection and security standards. LogicGate says its Risk Cloud can also help find security vulnerabilities before they are exploited by malicious hackers.

The credentials “appear to have been used by an unauthorized third party to decrypt particular files stored in AWS S3 buckets in the LogicGate Risk Cloud backup environment,” the email read.

“Only data uploaded to your Risk Cloud environment on or prior to February 23, 2021, would have been included in that backup file. Further, to the extent you have stored attachments in the Risk Cloud, we did not identify decrypt events associated with such attachments,” it added.

LogicGate did not say how the AWS credentials were compromised. An email update sent by LogicGate last Friday said the company anticipates finding the root cause of the incident by this week.

But LogicGate has not made any public statement about the breach. It’s also not clear if the company contacted all of its customers or only those whose data was accessed. LogicGate counts Capco, SoFi, and Blue Cross Blue Shield of Kansas City as customers.

We sent a list of questions, including how many customers were affected and if the company has alerted U.S. state authorities as required by state data breach notification laws. When reached, LogicGate chief executive Matt Kunkel confirmed the breach but declined to comment citing an ongoing investigation. “We believe it’s best to communicate developments directly to our customers,” he said.

Kunkel would not say, when asked, if the attacker also exfiltrated the decrypted customer data from its servers.

Data breach notification laws vary by state, but companies that fail to report security incidents can face heavy fines. Under Europe’s GDPR rules, companies can face fines of up to 4% of their annual turnover for violations.

In December, LogicGate secured $8.75 million in fresh funding, totaling more than $40 million since it launched in 2015.


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Zoho launches new low code workflow automation product

Workflow automation has been one of the key trends this year so far, and Zoho, a company known for its suite of affordable business tools has joined the parade with a new low code workflow product called Qntrl (pronounced control).

Zoho’s Rodrigo Vaca, who is in charge of Qntrl’s marketing says that most of the solutions we’ve been seeing are built for larger enterprise customers. Zoho is aiming for the mid-market with a product that requires less technical expertise than traditional business process management tools.

“We enable customers to design their workflows visually without the need for any particular kind of prior knowledge of business process management notation or any kind of that esoteric modeling or discipline,” Vaca told me.

While Vaca says, Qntrl could require some technical help to connect a workflow to more complex backend systems like CRM or ERP, it allows a less technical end user to drag and drop the components and then get help to finish the rest.

“We certainly expect that when you need to connect to NetSuite or SAP you’re going to need a developer. If nothing else, the IT guys are going to ask questions, and they will need to provide access,” Vaca said.

He believes this product is putting this kind of tooling in reach of companies that may have been left out of workflow automation for the most part, or which have been using spreadsheets or other tools to create crude workflows. With Qntrl, you drag and drop components, and then select each component and configure what happens before, during and after each step.

What’s more, Qntrl provides a central place for processing and understanding what’s happening within each workflow at any given time, and who is responsible for completing it.

We’ve seen bigger companies like Microsoft, SAP, ServiceNow and others offering this type of functionality over the last year as low code workflow automation has taken center stage in business.

This has become a more pronounced need during the pandemic when so many workers could not be in the office. It made moving work in a more automated workflow more imperative, and we have seen companies moving to add more of this kind of functionality as a result.

Brent Leary, principal analyst at CRM Essentials, says that Zoho is attempting to remove some the complexity from this kind of tool.

“It handles the security pieces to make sure the right people have access to the data and processes used in the workflows in the background, so regular users can drag and drop to build their flows and processes without having to worry about that stuff,” Leary told me.

Zoho Qntrl is available starting today starting at just $7 per user month.

Zoho launches new low code workflow automation product

Workflow automation has been one of the key trends this year so far, and Zoho, a company known for its suite of affordable business tools has joined the parade with a new low code workflow product called Qntrl (pronounced control).

Zoho’s Rodrigo Vaca, who is in charge of Qntrl’s marketing says that most of the solutions we’ve been seeing are built for larger enterprise customers. Zoho is aiming for the mid-market with a product that requires less technical expertise than traditional business process management tools.

“We enable customers to design their workflows visually without the need for any particular kind of prior knowledge of business process management notation or any kind of that esoteric modeling or discipline,” Vaca told me.

While Vaca says, Qntrl could require some technical help to connect a workflow to more complex backend systems like CRM or ERP, it allows a less technical end user to drag and drop the components and then get help to finish the rest.

“We certainly expect that when you need to connect to NetSuite or SAP you’re going to need a developer. If nothing else, the IT guys are going to ask questions, and they will need to provide access,” Vaca said.

He believes this product is putting this kind of tooling in reach of companies that may have been left out of workflow automation for the most part, or which have been using spreadsheets or other tools to create crude workflows. With Qntrl, you drag and drop components, and then select each component and configure what happens before, during and after each step.

What’s more, Qntrl provides a central place for processing and understanding what’s happening within each workflow at any given time, and who is responsible for completing it.

We’ve seen bigger companies like Microsoft, SAP, ServiceNow and others offering this type of functionality over the last year as low code workflow automation has taken center stage in business.

This has become a more pronounced need during the pandemic when so many workers could not be in the office. It made moving work in a more automated workflow more imperative, and we have seen companies moving to add more of this kind of functionality as a result.

Brent Leary, principal analyst at CRM Essentials, says that Zoho is attempting to remove some the complexity from this kind of tool.

“It handles the security pieces to make sure the right people have access to the data and processes used in the workflows in the background, so regular users can drag and drop to build their flows and processes without having to worry about that stuff,” Leary told me.

Zoho Qntrl is available starting today starting at just $7 per user month.

Microsoft goes all in on healthcare with $19.7B Nuance acquisition

When Microsoft announced it was acquiring Nuance Communications this morning for $19.7 billion, you could be excused for doing a Monday morning double take at the hefty price tag.

That’s surely a lot of money for a company on a $1.4 billion run rate, but Microsoft, which has already partnered with the speech-to-text market leader on several products over the last couple of years, saw a company firmly embedded in healthcare and it decided to go all in.

And $20 billion is certainly all in, even for a company the size of Microsoft. But 2020 forced us to change the way we do business from restaurants to retailers to doctors. In fact, the pandemic in particular changed the way we interact with our medical providers. We learned very quickly that you don’t have to drive to an office, wait in waiting room, then in an exam room, all to see the doctor for a few minutes.

Instead, we can get on the line, have a quick chat and be on our way. It won’t work for every condition of course — there will always be times the physician needs to see you — but for many meetings such as reviewing test results or for talk therapy, telehealth could suffice.

Microsoft CEO Satya Nadella says that Nuance is at the center of this shift, especially with its use of cloud and artificial intelligence, and that’s why the company was willing to pay the amount it did to get it.

“AI is technology’s most important priority, and healthcare is its most urgent application. Together, with our partner ecosystem, we will put advanced AI solutions into the hands of professionals everywhere to drive better decision-making and create more meaningful connections, as we accelerate growth of Microsoft Cloud in Healthcare and Nuance,” Nadella said in a post announcing the deal.

Holger Mueller, an analyst at Constellation Research, says says that may be so, but he believes that Microsoft missed the boat with Cortana and this is about helping the company catch up on a crucial technology. “Nuance will be not only give Microsoft technology help in regards to neural network based speech recognition, but also a massive improvement from vertical capabilities, call center functionality and the MSFT IP position in speech,” he said.

Microsoft sees this deal doubling what was already a considerable total addressable market to nearly $500 billion. While TAMs always tend to run high, that is still a substantial number.

It also fits with Gartner data, which found that by 2022, 75% of healthcare organizations will have a formal cloud strategy in place. The AI component only adds to that number and Nuance brings 10,000 existing customers to Microsoft including some of the biggest healthcare organizations in the world.

Brent Leary, founder and principal analyst at CRM Essentials, says the deal could provide Microsoft with a ton of health data to help feed the underlying machine learning models and make them more accurate over time.

“There is going be a ton of health data being captured by the interactions coming through telemedicine interactions, and this could create a whole new level of health intelligence,” Leary told me.

That of course could drive a lot of privacy concerns where health data is involved, and it will be up to Microsoft, which just experienced a major breach on its Exchange email server products last month, to assure the public that their sensitive health data is being protected.

Leary says that ensuring data privacy is going to be absolutely key to the success of the deal. “The potential this move has is pretty powerful, but it will only be realized if the data and insights that could come from it are protected and secure — not only protected from hackers but also from unethical use. Either could derail what could be a game changing move,” he said.

Microsoft also seemed to recognize that when it wrote, “Nuance and Microsoft will deepen their existing commitments to the extended partner ecosystem, as well as the highest standards of data privacy, security and compliance.”

We are clearly on the edge of a sea change when it comes to how we interact with our medical providers in the future. COVID pushed medicine deeper into the digital realm in 2020 out of simple necessity. It wasn’t safe to go into the office unless absolutely necessary.

The Nuance acquisition, which is expected to close some time later this year, could help Microsoft shift deeper into the market. It could even bring Teams into it as a meeting tool, but it’s all going to depend on the trust level people have with this approach, and it will be up to the company to make sure that both healthcare providers and the people they serve have that.

Immersion cooling to offset data centers’ massive power demands gains a big booster in Microsoft

LiquidStack does it. So does Submer. They’re both dropping servers carrying sensitive data into goop in an effort to save the planet. Now they’re joined by one of the biggest tech companies in the world in their efforts to improve the energy efficiency of data centers, because Microsoft is getting into the liquid-immersion cooling market.

Microsoft is using a liquid it developed in-house that’s engineered to boil at 122 degrees Fahrenheit (lower than the boiling point of water) to act as a heat sink, reducing the temperature inside the servers so they can operate at full power without any risks from overheating.

The vapor from the boiling fluid is converted back into a liquid through contact with a cooled condenser in the lid of the tank that stores the servers.

“We are the first cloud provider that is running two-phase immersion cooling in a production environment,” said Husam Alissa, a principal hardware engineer on Microsoft’s team for datacenter advanced development in Redmond, Washington, in a statement on the company’s internal blog. 

While that claim may be true, liquid cooling is a well-known approach to dealing with moving heat around to keep systems working. Cars use liquid cooling to keep their motors humming as they head out on the highway.

As technology companies confront the physical limits of Moore’s Law, the demand for faster, higher performance processors mean designing new architectures that can handle more power, the company wrote in a blog post. Power flowing through central processing units has increased from 150 watts to more than 300 watts per chip and the GPUs responsible for much of Bitcoin mining, artificial intelligence applications and high end graphics each consume more than 700 watts per chip.

It’s worth noting that Microsoft isn’t the first tech company to apply liquid cooling to data centers and the distinction that the company uses of being the first “cloud provider” is doing a lot of work. That’s because bitcoin mining operations have been using the tech for years. Indeed, LiquidStack was spun out from a bitcoin miner to commercialize its liquid immersion cooling tech and bring it to the masses.

“Air cooling is not enough”

More power flowing through the processors means hotter chips, which means the need for better cooling or the chips will malfunction.

“Air cooling is not enough,” said Christian Belady, vice president of Microsoft’s datacenter advanced development group in Redmond, in an interview for the company’s internal blog. “That’s what’s driving us to immersion cooling, where we can directly boil off the surfaces of the chip.”

For Belady, the use of liquid cooling technology brings the density and compression of Moore’s Law up to the datacenter level

The results, from an energy consumption perspective, are impressive. The company found that using two-phase immersion cooling reduced power consumption for a server by anywhere from 5 percent to 15 percent (every little bit helps).

Microsoft investigated liquid immersion as a cooling solution for high performance computing applications such as AI. Among other things, the investigation revealed that two-phase immersion cooling reduced power consumption for any given server by 5% to 15%. 

Meanwhile, companies like Submer claim they reduce energy consumption by 50%, water use by 99%, and take up 85% less space.

For cloud computing companies, the ability to keep these servers up and running even during spikes in demand, when they’d consume even more power, adds flexibility and ensures uptime even when servers are overtaxed, according to Microsoft.

“[We] know that with Teams when you get to 1 o’clock or 2 o’clock, there is a huge spike because people are joining meetings at the same time,” Marcus Fontoura, a vice president on Microsoft’s Azure team, said on the company’s internal blog. “Immersion cooling gives us more flexibility to deal with these burst-y workloads.”

At this point, data centers are a critical component of the internet infrastructure that much of the world relies on for… well… pretty much every tech-enabled service. That reliance however has come at a significant environmental cost.

“Data centers power human advancement. Their role as a core infrastructure has become more apparent than ever and emerging technologies such as AI and IoT will continue to drive computing needs. However, the environmental footprint of the industry is growing at an alarming rate,” Alexander Danielsson, an investment manager at Norrsken VC noted last year when discussing that firm’s investment in Submer.

Solutions under the sea

If submerging servers in experimental liquids offers one potential solution to the problem — then sinking them in the ocean is another way that companies are trying to cool data centers without expending too much power.

Microsoft has already been operating an undersea data center for the past two years. The company actually trotted out the tech as part of a push from the tech company to aid in the search for a COVID-19 vaccine last year.

These pre-packed, shipping container-sized data centers can be spun up on demand and run deep under the ocean’s surface for sustainable, high-efficiency and powerful compute operations, the company said.

The liquid cooling project shares most similarity with Microsoft’s Project Natick, which is exploring the potential of underwater datacenters that are quick to deploy and can operate for years on the seabed sealed inside submarine-like tubes without any onsite maintenance by people. 

In those data centers nitrogen air replaces an engineered fluid and the servers are cooled with fans and a heat exchanger that pumps seawater through a sealed tube.

Startups are also staking claims to cool data centers out on the ocean (the seaweed is always greener in somebody else’s lake).

Nautilus Data Technologies, for instance, has raised over $100 million (according to Crunchbase) to develop data centers dotting the surface of Davey Jones’ Locker. The company is currently developing a data center project co-located with a sustainable energy project off the coast of Stockton, Calif.

With the double-immersion cooling tech Microsoft is hoping to bring the benefits of ocean-cooling tech onto the shore. “We brought the sea to the servers rather than put the datacenter under the sea,” Microsoft’s Alissa said in a company statement.

Ioannis Manousakis, a principal software engineer with Azure (left), and Husam Alissa, a principal hardware engineer on Microsoft’s team for datacenter advanced development (right), walk past a container at a Microsoft datacenter where computer servers in a two-phase immersion cooling tank are processing workloads. Photo by Gene Twedt for Microsoft.

Industry experts bullish on $500M KKR investment in Box, but stock market remains skeptical

When Box announced it was getting a $500 million investment from private equity firm KKR this morning, it was hard not to see it as a positive move for the company. It has been operating under the shadow of Starboard Value, and this influx of cash could give it a way forward independent of the activist investors.

Industry experts we spoke to were all optimistic about the deal, seeing it as a way for the company to regain control, while giving it a bushel of cash to make some moves. However, early returns from the stock market were not as upbeat as the stock price was plunging this morning.

Alan Pelz-Sharpe, principal analyst at Deep Analysis, a firm that follows the content management market closely, says that it’s a significant move for Box and opens up a path to expanding through acquisition.

“The KKR move is probably the most important strategic move Box has made since it IPO’d. KKR doesn’t just bring a lot of money to the deal, it gives Box the ability to shake off some naysayers and invest in further acquisitions,” Pelz-Sharpe told me, adding “Box is no longer a startup its a rapidly maturing company and organic growth will only take you so far. Inorganic growth is what will take Box to the next level.”

Dion Hinchcliffe, an analyst at Constellation Research, who covers the work from home trend and the digital workplace, sees it similarly, saying the investment allows the company to focus longer term again.

“Box very much needs to expand in new markets beyond its increasingly commoditized core business. The KKR investment will give them the opportunity to realize loftier ambitions long term so they can turn their established market presence into a growth story,” he said.

Pelz-Sharpe says that it also changes the power dynamic after a couple of years of having Starboard pushing the direction of the company.

“In short, as a public company there are investors who want a quick flip and others that want to grow this company substantially before an exit. This move with KKR potentially changes the dynamic at Box and may well put Aaron Levie back in the driver’s seat.”

Josh Stein, a partner at DFJ and early investor in Box, who was a long time board member, says that it shows that Box is moving in the right direction.

“I think it makes a ton of sense. Management has done a great job growing the business and taking it to profitability. With KKR’s new investment, you have two of the top technology investors in the world putting significant capital into going long on Box,” Stein said.

Perhaps Stein’s optimism is warranted. In its most recent earnings report from last month, the company announced revenue of $198.9 million, up 8% year-over-year with FY2021 revenue closing at $771 million up 11%. What’s more, the company is cash-flow positive, and has predicted an optimistic future outlook.

“As previously announced, Box is committed to achieving a revenue growth rate between 12-16%, with operating margins of between 23-27%, by fiscal 2024,” the company reiterated in a statement this morning.

Investors remains skeptical, however, with the company stock price getting hammered this morning. As of publication the share price was down over 9%. At this point, market investors may be waiting for the next earnings report to see if the company is headed in the right direction. For now, the $500 million certainly gives the company options, regardless of what Wall Street thinks in the short term.

KKR hands Box a $500M lifeline

Box announced this morning that private equity firm KKR is investing $500 million in the company, a move that could help the struggling cloud content management vendor get out from under pressure from activist investor Starboard Value.

The company plans to use the proceeds in what’s called a “dutch auction” style sale to buy back shares from certain investors for the price determined by the auction, an activity that should take place after the company announces its next earnings report in May. This would presumably involve buying out Starboard, which took a 7.5% stake in the company in 2019.

Last month Reuters reported that Starboard could be looking to take over a majority of the board seats when the company board meets in June. That could have set them up to take some action, most likely forcing a sale.

While it’s not clear what will happen now, it seems likely that with this cash, they will be able to stave off action from Starboard, and with KKR in the picture be able to take a longer term view. Box CEO Aaron Levie sees the move as a vote of confidence from KKR in Box’s approach.

“KKR is one of the world’s leading technology investors with a deep understanding of our market and a proven track record of partnering successfully with companies to create value and drive growth. With their support, we will be even better positioned to build on Box’s leadership in cloud content management as we continue to deliver value for our customers around the world,” Levie said in a statement.

Under the terms of the deal, John Park, Head of Americas Technology Private Equity at KKR, will be joining the Box board of directors. The company also announced that independent board member Bethany Mayer will be appointed chairman of the board, effective on May 1st.

Earlier this year, the company bought e-signature startup SignRequest, which could help open up a new set of workflows for the company as it tries to expand its market. With KKR’s backing, it’s not unreasonable to expect that Box, which is cash flow positive, could be taking additional steps to expand the platform in the future.

Box stock was down over 8% premarket, a signal that perhaps Wall Street isn’t thrilled with the announcement, but the cash influx should give Box some breathing room to reset and push forward.

Okta expands into privileged access management and identity governance reporting

Okta today announced it was expanding its platform into a couple of new areas. Up to this point, the company has been known for its identity access management product, giving companies the ability to sign onto multiple cloud products with a single sign on. Today, the company is moving into two new areas: privileged access and identity governance

Privileged access gives companies the ability to provide access on an as-needed basis to a limited number of people to key administrative services inside a company. This could be your database or your servers or any part of your technology stack that is highly sensitive and where you want to tightly control who can access these systems.

Okta CEO Todd McKinnon says that Okta has always been good at locking down the general user population access to cloud services like Salesforce, Office 365 and Gmail. What these cloud services have in common is you access them via a web interface.

Administrators access the speciality accounts using different protocols. “It’s something like secure shell, or you’re using a terminal on your computer to connect to a server in the cloud, or it’s a database connection where you’re actually logging in with a SQL connection, or you’re connecting to a container which is the Kubernetes protocol to actually manage the container,” McKinnon explained.

Privileged access offers a couple of key features including the ability to limit access to a given time window and to record a video of the session so there is an audit trail of exactly what happened while someone was accessing the system. McKinnon says that these features provide additional layers of protection for these sensitive accounts.

He says that it will be fairly trivial to carve out these accounts because Okta already has divided users into groups and can give these special privileges to only those people in the administrative access group. The challenge was figuring out how to get access to these other kinds of protocols.

The governance piece provides a way for security operations teams to run detailed reports and look for issues related to identity. “Governance provides exception reporting so you can give that to your auditors, and more importantly you can give that to your security team to make sure that you figure out what’s going on and why there is this deviation from your stated policy,” he said.

All of this when combined with the $6.5 billion acquisition of Auth0 last month is part of a larger plan by the company to be what McKinnon calls the identity cloud. He sees a market with several strategic clouds and he believes identity is going to be one of them.

“Because identity is so strategic for everything, it’s unlocking your customer, access, it’s unlocking your employee access, it’s keeping everything secure. And so this expansion, whether it’s customer identity with zero trust or whether it’s doing more on the workforce identity with not just access, but privileged access and identity governance. It’s about identity evolving in this primary cloud,” he said.

While both of these new products were announced today at the company’s virtual Oktane customer conference, they won’t be generally available until the first quarter of next year.