On Nov. 22, 2023, Broadcom officially closed its acquisition of VMware, concluding an 18-month saga that called on the company to navigate several regulatory roadblocks. While these hurdles may have delayed the deal’s closing, TBR suspects most industry watchers have anticipated this outcome for quite some time.
VMware Acquisition Approved by Global Regulators
The early concerns of global regulators about anti-competitiveness did not take into account the strategic importance to Broadcom of keeping VMware’s platforms accessible across all hardware options, thus eliminating the likelihood of Broadcom limiting these platforms to its own hardware.
Chinese regulators were certainly a tail risk given recent geopolitically motivated actions against other U.S.-oriented M&A, yet they ultimately approved the deal, too, perhaps due to Broadcom’s historical ties to the country and the software-centric focus of the acquisition.
Now, with the deal done, VMware’s next chapter has begun. It has been a long road for the company, yet many things have remained the same. Although VMware is pushing into new cloud-native platforms, the company’s virtualization platform is still its bread and butter, and much of VMware’s total revenue is tied to this business. This proportion is likely magnified considering the breakdown of operating profit. As Broadcom takes the reins, VMware’s strategy will revolve around maximizing the value of these profit centers, likely to the detriment of emerging businesses.
Broadcom Is in Charge and Will be Guided by Profitability
Broadcom has stated profitability through cost cutting is the top priority, communicating to investors the goal to achieve an adjusted EBITDA of $8.5 billion over the next three years compared to $3.2 billion of GAAP EBITDA for the last 12 months ended CY2Q23. While far from a perfect comparison, the targeted uplift is clearly sizable and will rely heavily on reducing costs.
TBR expects general & administrative costs to see the greatest relative decline as Broadcom executes its synergy plan, which will involve slashing redundant headcount in administrative roles. TBR expects Broadcom to be particularly successful in this area, as leadership has extensive experience folding acquired businesses into existing functions in departments like legal, finance and human resources. This skill will be put to work quickly, likely resulting in multiple rounds of layoffs across these departments.
Sales & marketing teams are expected to see impacts as well as Broadcom makes use of its existing sales teams and channel distribution partners to sell into existing strategic accounts.
Headcount reductions have already begun, just days after the deal closed. The total impact of layoffs so far is unclear, yet there are reports that reductions have affected software development and cloud engineering roles as well as administrative roles. While While VMware’s R&D budget will undoubtedly shrink, it is unknown by how much. The fact that R&D-related headcount is being cut early does not paint a favorable picture for Broadcom’s commitment to innovation, yet TBR’s estimates indicate that drastic cuts may not be necessary. This aligns with commentary from Broadcom management, which has promised to maintain VMware’s previous development strategy. Still, TBR remains skeptical on future R&D efforts.
Profitability Goals may Negatively Impact License Products and Emerging Solutions Over the Long Term
Along with many industry watchers, TBR has been concerned about Broadcom’s intention to invest in innovation since the initial announcement of the VMware acquisition, given Broadcom’s history with CA Technologies and Symantec. In both instances, the company slashed funding for support and R&D after the acquisition, opting to extract free cash flow from their sticky install bases instead of pursuing organic growth. VMware offers a similar opportunity.
Cost concerns are prompting many enterprise customers to preserve past investments, including their virtualization platforms. Moreover, since VMware has built highly integrated solutions with all the Tier 1 hyperscalers, enterprises are better equipped to migrate their virtualization platforms to the cloud, where they are able to set up broader cloud migrations without fully committing to the transition to cloud native.
This means VMware commands a large, sticky install base, which would be ideal for Broadcom’s previous strategy. Recognizing this, many partners and customers are rightfully worried about the outcome of this deal, expecting higher licensing prices and diminishing support.
Profit Centers Will See Little Impact from Broadcom Ownership
In addition to promoting margin expansion, raising license prices will encourage more customers to transition to subscription offerings, which highlights an important consideration within this business transformation. While Broadcom will deprioritize certain segments, large portions of VMware will be deemed strategic by Broadcom and will continue to see the same level of investment.
For instance, many customers and partners collaborating around cloud-based virtualization platforms like VMware Cloud will see minimal differences because of the change in ownership. For the last 12 months ended CY2Q23, over 34% of VMware’s revenue was generated in the Subscription & SaaS segment, and TBR suspects Broadcom will prioritize many of the offerings within this segment.
In May Broadcom CEO Hock Tan pledged to invest an incremental $2 billion per year, with half slated for R&D to support the Cross-Cloud portfolio. Considering that an incremental $1 billion investment would increase R&D spend by around 30% over CY2022 levels, Broadcom’s ownership may actually benefit large swaths of VMware’s Cross-Cloud portfolio by adding resources and accelerating development timelines.
Long-term, Profitability Will be King
TBR is skeptical about how far into the future Broadcom’s commitment will go, and it is not clear how Broadcom’s investment will be spread across VMware’s different offerings. Many solutions within the Cross-Cloud portfolio are still underdeveloped and represent long-term opportunities for VMware to achieve long-term sustainable top-line performance.
Tanzu is a prime example. The container management platform sits at the heart of the company’s multicloud strategy, which VMware has pushed heavily over the past 18 months, yet TBR suspects Tanzu contributes only a small percentage of total revenue and certainly cannot be considered a profit center.
If Broadcom is to achieve its stated profitability goals, VMware will need to scale this offering rapidly. If it does not, TBR expects there will be a limit to Broadcom’s patience and a spinoff may be in the cards over the long term. To TBR, the $2 billion commitment indicates a willingness to only support these emerging businesses over the short term.
Regardless of how much Broadcom messages around maintaining VMware’s current investment strategies, it is very difficult to reconcile this marketing approach with the company’s stated profitability goals. Thus, TBR suspects large changes have begun to arrive for the virtualization leader.
The most immediate impacts will be the significant layoffs that have reportedly removed redundant administrative headcount, along with likely price increases on license products. While there is good reason to expect that many of VMware’s emerging products will be supported over the next couple years, the long-term view is much more opaque.
TBR will be watching for signs of traction and strong execution around many of the emerging solutions included in the Cross-Cloud portfolio, but if they fail to materialize, TBR expects Broadcom’s management to make decisions that benefit profitability.