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VMware Exit in PE Portfolio Companies: Opex, Carve-Outs and Timing

  • The short answer
  • Why does VMware belong in the value creation plan?
  • How does renewal timing interact with the hold period?
  • Carve-outs: what if the infrastructure sits under a TSA?
  • Bolt-ons: what if each acquisition brings its own VMware estate?
  • What should diligence ask about VMware licensing?
  • What should go in the 100-day plan?
  • What are the risks of waiting?
  • How we help
Cloud23 October 2026 11 min read

The short answer

A portfolio company's VMware renewal is now a value creation decision, not a routine IT renewal. Broadcom sells VMware as per-core subscriptions with fixed support deadlines, so the cost is a recurring opex line that can move at each renewal. Operating partners should know the renewal date and the licensed core count before the first board pack, and plan the exit against the hold period rather than the next invoice.

Key dates: Licence-included pay-as-you-go Azure VMware Solution (AVS) deployments must move to portable VCF by 31 October 2026. Windows Server 2016 extended support ends on 12 January 2027. Licence-included AVS reservations must be exchanged by 30 August 2027. VMware vSphere 8 reaches end of general support on 11 October 2027.

This post applies our guide to leaving VMware after Broadcom to private equity. It is written for operating partners and the portfolio IT leads who report to them. Our private equity page covers our wider work with sponsors.

Why does VMware belong in the value creation plan?

The licensing model changed under the current hold periods of many funds. Broadcom completed its acquisition of VMware on 22 November 2023. It stopped selling perpetual licences and new support (SnS) renewals for them in December 2023, and cut the core portfolio to two bundles: VMware Cloud Foundation (VCF) and VMware vSphere Foundation (VVF). Both are licensed per physical core, and each CPU counts as at least 16 cores. A host with two 8-core CPUs is licensed as 32 cores.

The effect on price is disputed, and you should read the public figures as claims, not benchmarks:

  • AT&T alleged in a 2024 New York court filing that Broadcom proposed a 1,050% increase in its annual VMware bill. The two companies reached a settlement in principle in November 2024, and the terms were not published.
  • CISPE's European Cloud Competition Observatory reported that its members cited VMware price increases of 800% to 1,500%.
  • Tesco's court filing claims licensing changes raised its prices by 237%, as reported by ITPro.

None of those figures comes from Broadcom, and none will match your portfolio company's quote. The point for a sponsor is simpler. VMware is no longer a fixed, sunk cost. It is a subscription that comes back to the board at every renewal, and the company's negotiating position depends on whether it has a credible alternative.

Analysts expect many companies to build one. Gartner research VP Julia Palmer said more than a third of workloads now on VMware will run on another platform by 2028.

We recommend putting VMware into the value creation plan as its own opex line, with two numbers beside it: the cost of renewing across the remaining hold period, and the cost of exiting. Our cost model guide shows how to build both honestly, including the one-off migration cost that the exit case has to carry.

How does renewal timing interact with the hold period?

The renewal date and the exit date are the two numbers that decide the strategy. A VMware exit takes planning and testing, and its savings arrive after the old hosts are switched off. A renewal signed in the wrong year can lock costs in past the point where the sponsor sells.

Where the renewal fallsWhat we recommend
Early in the holdTreat the exit as a value creation lever. Fund it as a project and bank the opex reduction before the sale process starts.
Mid-holdRenew for the shortest term Broadcom will offer you, and use that term to complete the migration. Avoid multi-year commitments that outlast the plan.
Close to exitDecide whether the exit finishes before the sale. Document the plan and the cost model if it cannot, so the buyer sees a managed position, not an open risk.

The same discipline applies on the Azure side. Azure savings plans are one-year or three-year hourly spend commitments. They cannot be cancelled or refunded, and unused hourly commitment does not roll over. A three-year commitment signed in the final year of a hold passes to the next owner, which a buyer will price. Match the term to the plan.

A buyer's diligence team will ask the questions in this post. A portfolio company that has already answered them, and has either exited VMware or holds a dated plan to do so, gives the buyer one less thing to discount.

Carve-outs: what if the infrastructure sits under a TSA?

A carved-out business often runs on the parent's infrastructure for a period after completion, under a transitional services agreement (TSA). The VMware hosts and licences usually belong to the parent. The new company uses them as a service until the TSA ends, and then it needs its own platform.

That creates a decision with a hard date. The new company can buy its own VMware subscription and rebuild the parent's estate, or it can land each workload directly on its target platform. We recommend the second option in almost every case. Buying a new per-core VMware subscription for a business that is only just standing up commits it to the cost model a sponsor is trying to escape, and it means a second migration later.

Four points matter in carve-out planning:

  1. The TSA end date drives the whole plan. Work backwards from it and leave room for testing before the cutover. Do not assume the parent will extend the TSA on the same terms.
  2. Check the parent's agreements rather than assuming licences can move. Ask the parent and the reseller what, if anything, can transfer to the new company, and get the answer in writing.
  3. AVS does not avoid a Broadcom contract. New AVS deployments since 1 November 2025 must use a portable VCF subscription bought directly from Broadcom, covering every physical core. AVS can still work as a short bridge, but the carve-out then signs its own Broadcom agreement on day one.
  4. Plan the ERP on its own track. A carved-out business that runs an old Dynamics ERP should read AX 2012 or NAV on VMware? Replace it, don't rehost it before deciding how to move it.

Our carve-outs page covers separation more broadly, including standing up an independent Dynamics 365 environment before the TSA expires.

Bolt-ons: what if each acquisition brings its own VMware estate?

A buy-and-build strategy multiplies the VMware problem. Each bolt-on can arrive with its own hosts and its own renewal date, on licence terms that differ from the platform's. One may hold perpetual licences with SnS about to lapse, while another runs its servers at a hosting provider whose own VMware position has changed.

The tempting answer is to fold every bolt-on onto the platform company's VMware estate. We recommend against it. It adds cores to the platform's subscription and makes the group more dependent on the renewal it is trying to control. It also means each workload moves twice: once into the platform's VMware, and again when the group leaves VMware.

A better approach consolidates each bolt-on directly onto the group's target platform, with the same playbook every time:

  1. Run the same discovery on every acquired estate, so the inventories compare like for like.
  2. Apply the same route rules to each workload: Azure VMs, Azure platform services, containers, a replacement SaaS system, or AVS as a short bridge. Our route guide explains each one.
  3. Record the same style of test baseline before each move, so every cutover has evidence behind it.
  4. Decommission the bolt-on's hosts and cancel or let lapse its VMware agreements at the earliest point the contracts allow.

Mixed routes are normal within one estate. We recently took an oil and gas company based in Scotland off its own VMware infrastructure using three routes: containerised applications moved to SUSE Rancher, the ERP was replaced with Dynamics 365 Finance & Operations, and other workloads, including the SQL Server estate, moved to Azure services. That client was not a PE portfolio company, but a bolt-on estate usually needs the same per-workload approach. The case study describes the project. Our bolt-on consolidations page covers the ERP and reporting side of bringing acquisitions together.

What should diligence ask about VMware licensing?

Most IT diligence asks how many virtual machines a target runs. That number does not drive VMware cost. Physical cores and contract dates do. We suggest these questions for any target with a VMware estate.

  1. Does the target hold perpetual licences or a subscription? Perpetual licence holders keep the right to use the software, but get support only until their existing SnS contract ends, and Broadcom stopped selling new SnS renewals for perpetual licences in December 2023.
  2. When does the subscription or SnS end, and has Broadcom or the reseller already issued a renewal quote? Ask to see it.
  3. Which products does the target license: VCF, VVF, or older vSphere editions? vSphere Standard and Enterprise Plus are listed only up to vSphere 8.0 Update 3.
  4. How many physical cores does each host have? Each CPU counts as at least 16 cores. Ask for the host inventory, not a VM count.
  5. Which vSphere version runs in production? vSphere 7 reached end of general support on 2 October 2025. vSphere 8 reaches it on 11 October 2027.
  6. Who provides the platform: Broadcom directly, a reseller, or a hosting provider running VMware on the target's behalf? Broadcom ended its previous VMware Cloud Service Provider programme and moved to an invitation-only model. Partners it dropped may not run VMware-based clouds after March 2027. IBM has sold the contracts of hundreds of its VCF cloud customers to 11:11 Systems. The Register reported that around nine UK cloud providers remain in VMware's partner plans and named six of them: Redcentric, ANS, Vodafone, Softcat, Caranet and Node4.
  7. Does anything run on Azure VMware Solution, and is it licence-included? If so, the 31 October 2026 and 30 August 2027 deadlines apply.
  8. What runs inside the virtual machines? Old guest operating systems and databases carry their own costs. Windows Server 2016 extended support ends on 12 January 2027. SQL Server 2014 ESUs run until 8 July 2027, and SQL Server 2016 ESUs are no longer free when moved to Azure.
  9. Is there an open dispute with Broadcom or the reseller? A target in dispute may not be able to renew on normal terms.

Question 6 often surprises sponsors. A target that "doesn't own any VMware" because a provider hosts its servers can still face a forced move if that provider's VMware rights end.

What should go in the 100-day plan?

The 100-day plan should turn the diligence answers into a decision with an owner. These are the steps we put in it.

  1. Confirm the licensing facts. Diligence works from documents supplied under time pressure, so verify contracts and core counts against the live estate.
  2. Run a full discovery. The Azure Migrate appliance discovers servers through vCenter Server (versions 5.5 to 9.0), and its agentless dependency analysis covers up to 3,000 servers per appliance. Azure Migrate can also import an RVTools export (in preview) for a quick first business case before the appliance is deployed.
  3. Build the cost model: renewal against exit, across the remaining hold period, including one-off migration and testing costs.
  4. Place each workload on a route. Some workloads should move to Azure VMs, some to Azure platform services, some to containers on AKS or SUSE Rancher, and some should be replaced with SaaS. AVS fits only as a short, dated bridge.
  5. Record a test baseline before anything moves. We use AI testing to capture how each application behaves and re-test it after cutover, which gives the board evidence rather than assurances. Our agentic software delivery page and post on proving apps still work after migration explain the method.
  6. Put urgent deadlines first. A company with licence-included AVS on pay-as-you-go has days, not months, before 31 October 2026. A company on Windows Server 2016 has until 12 January 2027.
  7. Check Microsoft funding. Microsoft's migration funding now sits under Frontier Accelerate for Azure for its FY27, and the programme names VMware to AVS as a supported scenario. Microsoft partners with the relevant specializations can access partner engagement funding and funded assessments for their customers.
  8. Report VMware to the board as a dated line in the value creation plan, with a named owner and the next decision date.

What are the risks of waiting?

Waiting is a decision too, and it has dates attached. The table lists the ones that affect most portfolio companies, as of October 2026.

DateWhat happensWho it affects
31 October 2026Licence-included pay-as-you-go AVS deployments must move to portable VCF to stay compliantCompanies already on AVS
12 January 2027Windows Server 2016 extended support endsAny estate with Windows Server 2016 guests
March 2027Partners Broadcom dropped from its cloud programme may not run VMware-based cloudsCompanies whose servers sit with a dropped provider
8 July 2027SQL Server 2014 ESUs endEstates still running SQL Server 2014
30 August 2027Licence-included AVS reservations must be exchanged for VCF BYOL reservations, or the workloads move off AVSCompanies with AVS reserved instances
11 October 2027vSphere 8 reaches end of general supportEvery on-premises vSphere 8 estate

The vSphere 8 date is the one that catches the most companies. vSAN 8.x, NSX 4.x, VCF 5.2.x, Aria 8.18.x and HCX 4.x also reach end of service on 11 October 2027. Broadcom gives no technical support and no new patches after that date, and it recommends moving to VCF 9 or VVF 9. A company that has not left VMware by then faces an upgrade on Broadcom's current terms, under time pressure, which is the weakest negotiating position available.

AVS carries a compliance risk of its own. Microsoft reports BYOL registrations and associated customer data to Broadcom monthly, and it may suspend over-deployed or unregistered private clouds. A portfolio company on AVS should check its core count against its VCF subscription now.

Some sponsors hope regulators will change the picture. CISPE filed an antitrust complaint with the European Commission on 19 March 2026 about the end of the partner programme in Europe, and said on 14 May 2026 that the Commission's investigation is ongoing. Broadcom said it "strongly disagrees with the allegations by CISPE". We have found no Commission decision on CISPE's request for interim measures. A hold period should not depend on the outcome.

How we help

Our VMware exit service gives the board a route for each workload and a cost model against the Broadcom renewal, with the deadlines that apply to the estate. The same assessment becomes the playbook for each acquisition in a buy-and-build group.

Sources

  1. Broadcom completes acquisition of VMware, Broadcom
  2. VMware licensing changes after the Broadcom acquisition, The Register
  3. VMware Cloud Foundation and vSphere Foundation per-core licensing, Broadcom
  4. End of general support for vSphere 8.0, Broadcom
  5. Upcoming end of service for vSphere 8, vSAN 8 and related products, Broadcom
  6. End of general support for vSphere 7.0, Broadcom
  7. Azure VMware Solution portable VCF licensing reference, Microsoft Learn
  8. EU cloud lobby drags Broadcom to Brussels, The Register
  9. IBM offloads hundreds of its cloudy VMware customers, The Register
  10. AT&T and Broadcom court battle over VMware price increases, CIO Dive
  11. Broadcom and AT&T settle VMware licensing support lawsuit, CIO Dive
  12. European customers rail against Broadcom VMware price hikes, Computing
  13. Tesco is taking Broadcom to court: here's why, ITPro
  14. Gartner VMware migration advice, The Register
  15. Broadcom's double standards and delay tactics in ongoing EU antitrust investigation, CISPE
  16. Azure Migrate support matrix for VMware discovery, Microsoft Learn
  17. Azure savings plan for compute and databases overview, Microsoft Learn
  18. Windows Server 2016 lifecycle, Microsoft Learn
  19. Extended Security Updates for SQL Server: frequently asked questions, Microsoft Learn
  20. Azure Accelerate (Frontier Accelerate for Azure), Microsoft Azure
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