FORTUNE — Intel Corp. last week announced a large strategic partnership with Cloudera, a Hadoop-focused enterprise data management company that just weeks earlier had raised $160 million in late-stage venture capital funding at a pre-money valuation of around $1.8 billion. The deal was said to include an “unprecedented” investment by Intel Capital into Cloudera, but specific terms were kept under wraps. Then word came yesterday that Intel (INTC) had invested a whopping $760 million in exchange for an 18% ownership stake in Cloudera.
Did you catch the math there? Following Cloudera’s venture capital round, the company was valued just shy of $2 billion (post-money) by new investors like T. Rowe Price, Google Ventures and Michael Dell’s family office. Then Intel comes in – just weeks later – at around a $3.37 billion pre-money valuation. I guess when Intel talked about the deal being “unprecedented,” they meant in terms of how much of a premium it was willing to pay.
Seriously, I’ve never seen anything like this. The only thing even comparable may have been when Facebook (FB) bought Instagram for $1 billion, just days after it raised venture capital at a $500 million mark — but that was an acquisition and, even though the valuation doubled, it didn’t grow by anywhere near as much as did Cloudera’s.
So, what happened?
An Intel spokesman declined to discuss valuation, but argued that Intel wanted to make sure it received a “meaningful ownership stake” and a seat on the Cloudera board. If that’s the case, however, shouldn’t it have paid a smaller valuation (thus stretching its investment dollar)? Particularly given that Cloudera’s only real improvement over the intervening weeks was its partnership with Intel? Sounds to me like Intel’s soft Q4 enterprise data center numbers were a bit more problematic internally than the company had let on, and that Cloudera had them over a barrel. The spokesman disputed this, of course, suggesting that Intel would have eventually been fine with Hadoop sans Cloudera, but that the partnership simply was a way to scale deployment much quicker than it could do on its own. He also argued (correctly) that Intel’s 2007 investment of $218 million into VMWare (VMW) at an $8.7 billion valuation paid off handsomely.
For Cloudera, the obvious question is why it bothered to even accept the VC round dilution? After all, it ultimately didn’t need the money. Chief financial officer Jim Frankola — who also declined to discuss valuations — explained that Cloudera hadn’t originally been looking to raise new financial funding, but that the round materialized organically via a series of introductory meetings between investors and new Cloudera CEO Tom Reilly who (joined last summer). By early this year, Cloudera already was in talks with Intel, but wasn’t yet sure of the final figures (T. Rowe, et al. were told about the discussions, but not specific details). So Cloudera decided to move forward, in order to put cash in the bank – but told the new investors that Intel may soon join them in the cap table.
It’s also worth noting that the Intel investment hasn’t technically closed yet, so there is not a Delaware filing that would show us more specific terms (such as preferred stock vs. common). We’re also waiting for a Form D with the SEC, which should disclose how much of the Intel investment is “primary” capital for Cloudera, and how much was used to buy shares from early VC backers like Accel Partners and Greylock (which remain shareholders in the company).
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