Will Other IT Companies Follow the Going-Private Lead of BMC and Dell?

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    As BMC and Dell capture the attention of the IT industry with their recent decisions to go private, they may be capturing its imagination, as well. How many other publicly held IT companies are considering taking what they might see as a very attractive path to private ownership? And what, after all, would be the attraction?

    I discussed those questions earlier this week with Tom Lounibos, CEO of Soasta, a provider of cloud-based testing services for websites and mobile applications. Lounibos, a Silicon Valley veteran who has more than his share of startups and IPOs under his belt, has written a post titled, “Going Private Is the New Black,” in which he contends that the likes of Compuware, CA, HP, Microsoft, or even Oracle, could follow the lead of BMC and Dell.

    In our interview, Lounibos explained that all of these companies are confronting challenges to their existing business models, and that those challenges require major transitions that are difficult for public companies to make:

    When you’re a big public company that has to shift its business model in a significant way, that’s difficult to do in the public eye, where you’re looking at everything on a quarterly basis. Transitions are done over a few years. Michael Dell said it pretty well when he was describing why he was going private—he’s shifting away from a quarterly view, more to a five- to 10-year view, which is what he’s going to have to do to keep his company relevant over a period of time. Under quarterly scrutiny, that can be difficult to do. It’s pretty difficult on employees and on customers when you have so many ups and downs as you transition from one business model to another.

    As for what’s driving the need for these companies to transform themselves, Lounibos said a lot of it boils down to consumer preferences:

    Everything that’s been set up until now has been static, with big data centers; now, everything is much more variable to handle the elasticity required by an up-and-down consumer marketplace. … We’re now going directly to consumers with technology. Cloud computing enables [companies like Apple] to handle [huge spikes in demand online when a new product is released]. Without cloud computing, they could never handle that, or they would have to buy an expensive infrastructure to handle that kind of a spike. … Mobile, and software and services associated with mobile delivery, are causing hardware companies to recognize that the margins are no longer there. Companies like Dell are realizing that they’re going to have to go with a different model because cloud computing takes out the margin for their business.

    In his post, Lounibos wrote: “Nor is it just Dell and BMC. Other companies such as Compuware, HP, IBM, Oracle and Microsoft have angry shareholders who are unwilling to face the fact (or do not yet grasp) that the evolving product set and buying pattern means that profitability models are shifting, too.” So I asked him if he actually sees those companies going private as a realistic scenario. His response:

    In the case of HP, I felt that way two years ago, but I think they missed their window. They’re an example of a company that’s going through a transition right now, that we’re all watching, although I think [CEO] Meg [Whitman] is starting to turn the corner on that. IBM is an example of a company that went through that transition as a publicly-held company years ago, when they were having lots of problems back in the late ‘80s and early ‘90s. They made that transition really nicely, by going from a hardware- to services-oriented company. They probably had the best eye, long-term, on the horizon, and knew it would take five to 10 years to transition. Now you look at IBM and say, wow, what a solid company to have the foresight to make those changes. And they did it under public scrutiny. I think what we’re finding is there’s more than one corporate strategy for transition. I’m not sure how many companies went private 20 or 30 years ago—it would be an interesting thing to look at to see whether this is truly new, as we all perceive it to be, because there are so many companies doing it at the moment. Or has this always been in the corporate quiver in terms of strategies? I think it’s a very popular discussion right now with corporate boards. Although IBM was able to accomplish this transition as a public company, the reality is the reasons why companies go private is that they’re going through a massive transition from one business model to a new business model, that companies don’t want to show in a public environment.

    Finally, I asked Lounibos for his thoughts on what the impact will be, from a corporate governance perspective, of this shift to going private. Is anything inherently preferable from an accountability viewpoint about a company being public that we’re going to lose as these companies start going private? Lounibos said it was a good question, and not a simple one to answer:

    There may be influences from the answer to that question, as to why guys like Michael Dell want to go private, because the governance isn’t there as much. But ultimately, customers become the corporate governance as much as anyone within these environments. I don’t know that I have an answer to that particular question, as to what will happen over time. All I can say is that all public companies emanate out of a private environment, so all of us who are private now, and all of the public companies going private, had to build sustainable business models to survive the decision to become public or not. The governance will evolve. I just don’t know whether a Dell will be under less scrutiny as a privately-held firm or not.

    By the way, in case you’re curious, like I was, about how Soasta (pronounced SOSE-ta) got its name, Lounibos explained that it goes back to the company’s engineering roots. It’s a combination of the acronyms SOA (service-oriented architecture) and STA (systems testing architecture).

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