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In-place upgrade from win srv 2008r2 to 2012r2 gets stuck at the very end spinning

My 2008 r2 virtual server running on esx6 has sql 2008r2 installed on it and it is also my sccm2012sp2 server. I'm trying to do an in-place upgrade. First I was hoping to upgrade the OS to 2012r2, then upgrade sql srv to 2014sp1 and finally upgrade sccm from 2012sp2 to sccm1511. The reason I'm trying to do all these upgrade in-place is to avoid changing sccm site name and dealing with new security cert.
The OS upgrade goes well all the way to the end, but after the last reboot the server gets stuck on the startup with a spinning wheel going for hours until I shut it down and revert to my snapshot. I tried uninstall wssus 3.0sp2, doing selective startup by disabling all non microsoft services, tried disabling all sccm-related services, tried uninstalling vmware tools, disabling NIC and deleting the NIC driver, but it always gets stuck after the last reboot.
Any suggestions are very much appreciated.
Thanks.

Lionel MM

Only thing I can suggest is to set the server up to boot into safe mode before the final reboot so you can check the logs. You may also want to check the system and application logs BEFORE you do the final reboot to see if the logs provide any clues as to the cause. Does the 'final reboot" include you doing Windows updates or just the initial upgrade process? If the updates then you may want to skip doing those to see if they are the culprit.
http://www.isunshare.com/windows-2012/boot-windows-server-2012-in-safe-mode.html

Cris Hanna

Do you have documentation that shows that you can do an interview place upgrade? To the best of my knowledge this is not supported between major versions

ipers

ASKER

Yes, my upgrade scenario is supported: https://technet.microsoft.com/en-us/windowsserver/dn527667

ipers

ASKER

Trying to boot in the safe mode produces the "upgrade was no successful" message and it goes to the rollback. I tried all options under F8 (safe mode, safe mode with networking, debug mode, no antimalware drivers, etc.), but still no luck.
Thanks.

Lionel MM

Can you boot from your install DVD or rescue disk and get into the command prompt option? If so you could access the event logs by go to %SystemRoot%\system32\winevt\logs; you can then copy them to an external/USB drive and take them to a functioning system to look at.

ipers

ASKER

After letting it spin for a long time I reboot the server and it goes to the rollback. After the rollback I can inspect the logs created in the C:\Windows\Panther directory. Unfortunately, the logs there did not show any errors.

Lionel MM

C:\Windows\Panther ? I am not familiar with what logs are there--did you check C:\Windows\system32\winevt\logs ?

ipers

ASKER

C:\Windows\Panther directory is used during the installation of Windows.
https://support.microsoft.com/en-us/kb/927521
I'm trying it once more right now. I'll see if I can find anything in the winevt after that. Thanks.

Lionel MM

I was not aware of the info in the link you sent me--thanks--helpful--so did you check all those locations? It would seem to me that your server may have generated logs in more than just C:\Windows\Panther, per the link you sent.

ipers

ASKER

After the latest try the rollback could not even recover to the old OS, so I had to revert to the snapshot. I just realized that my Windows folder is 56GB in size. My available free storage on the C drive is only 46GB. I'll try extending my C drive and try the upgrade again. Thanks.

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ipers

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ipers

ASKER

Found out that Bit9 service was the culprit.