spider web

Now that the “go shop” period for the EMC-Dell deal is over, it’s time to figure out how all the pieces fit together.

Michael Dell, CEO of the company that bears his name, seems to have his side of the street under control. The executives at EMC … we’ll let you decide.

What’s Dell Doing?

Numerous sources have said Dell-owned Quest Software and SonicWall are for sale and no one seems to be denying it.

Re/code's Arik Hesseldahl reported on Monday that Dell’s Perot Systems is being shopped around for a hefty $5 billion. That might put a small dent in the $67 billion bill that Dell will have to pay for EMC when the deal closes in 2016.

Dell also confirmed earlier this month that one of its subsidiaries, SecureWorks Corp., plans to conduct a registered initial public offering of its Class A common stock.

The logic for these moves? Though Michael Dell hasn’t offered any explanations, proceeds from these deals could help the company cut the massive $49.5 billion of debt it will incur with its acquisition of EMC.

Untangle this Web

EMC itself is an altogether different story. We’ll get to the RSA unease, shortly, but first a recap on Virtustream.

Not long after the EMC-Dell plans were made public, EMC announced a joint venture with VMware, its spawn. The two companies had said that they would build out Virtustream, a cloud computing management startup, together. EMC’s acquired Virtustream in July.

According to the plan, Virtustream would appear on VMware’s books — more likely than not, diminishing its bottom line.

VMware’s Nov. 9 SEC filing stated:

“The cloud services business would increase our investments in the cloud services space, which is intensely competitive and dominated by large companies with very strong balance sheets, and we may need to invest capital into Virtustream on an ongoing basis. In addition, the formation of the cloud services business involves the combination of multiple businesses from VMware and EMC that may overlap and not yield expected synergies.”

This news spurred some VMware investors to sell their shares and analysts to call on VMware to shut down the Virtustream deal. Yesterday, in a FORM 8-K statement with the SEC VMware announced that it would not be participating in the Virtustream deal.

Investor reactions seem lukewarm.

VMware’s Cloud and vCloud Air

The cancellation of the Virtustream deal had to have come hard for VMware CEO Pat Gelsinger and the vCloud Air team. Virtustream may have been VMware’s most promising cloud play.

It the same 10Q report mentioned above, VMware wrote:

“If we do not form a new cloud services business with EMC, our vCloud Air business may suffer, and it would be difficult to successfully execute a standalone hybrid cloud strategy.”

Rah, Rah Cloud

In the meantime, EMC Information Infrastructure group CEO David Goulden, who will now “own” Virtustream, wrote this in a memo viewed by Fortune Magazine:

“I’d like to make clear — beyond any doubt — that we, as EMC, are 100 percent prepared to make those commitments in support of Virtustream’s mission to become ‘the’ leading Cloud Service Provider in mission critical enterprise-class cloud IaaS and hybrid cloud.”

What is Michael Dell Doing Here?

Enjoyed meeting new friends, planning future together @EMCcorp + @RSAsecurity. Tons of innovation we bring together pic.twitter.com/AMcvZM3s7E

— Michael Dell (@MichaelDell) December 10, 2015

Last week Michael Dell visited EMC’s security division, RSA, which seems to have raised some concern not only among its employees but also its management team.

We might not know about it, if it weren’t for an SEC filing, Schedule 14A. It puts on public record an email that RSA President Amit Yoran wrote to employees, noting:

"As many of you are aware Michael Dell spent a few hours at RSA this week. Lots of people have been asking about the purpose of the meeting, how it went and what my thoughts were. Michael has been spending time meeting with our executive team and getting to know the RSA business a bit better.

"Over the past few weeks I have several opportunities to spend time with Michael ranging from dinners, meetings and one on one conversations. I have found him to be pragmatic and insightful, which shouldn’t come as a surprise given what he has accomplished already.

"It is also very clear that he cares deeply about security. He has had good exposure to the market over the years in running Dell, but also thru his involvement in Dell SecureWorks. The relationship between Dell and SecureWorks was thoughtfully constructed to create leverage.

"Michael is also aware of our transformation activities and very supportive. He is keen to continue learning more about RSA and come up with meaningful ways EMC, Dell and he can contribute to our success in the future. It’s all about creating leverage and accelerating our growth.

"Not surprisingly, he is also very articulate about the benefits of operating as a private company, including our ability to plan and execute on a longer time horizon without the blinding focus on 90 day reporting cycles. Having spent a vast majority of my career running private companies, I couldn’t agree more.

"There’s lots more going on at RSA to talk about, so expect another update from me over the next few days. I just wanted to get a quick note out about the meetings with Dell since many have been asking.”

While at least one news outlet has written that somewhere in the email there’s a suggestion that RSA will be spun off, we can’t find it.

But we do find it curious that the email was put on public record.

Some EMC spokespeople maintain that anytime an EMC executive “at a certain level” addresses an audience (in this case RSA/EMC employees) in conjunction with the Dell deal it must go on record.

If so, we — not to mention the SEC — will have a lot of reading to do.

Title image by Michael Podger