RSA, Dell Talks This Week Allude To Future Spinoff Of RSA As Private Company

After closed-door meetings with Michael Dell this week, a cryptic email to select EMC staff from RSA President Amit Yoran seems to allude to a long-awaited spinoff of RSA as a separate, private company.

In the email, which was publicly released Friday in a DEFA14A filing with the Securities and Exchange Commission, Yoran wrote that Dell had spent a few hours this week at RSA, discussing the RSA business and where that fits into the Dell ecosystem. The conversations come after Dell’s October announcement of its intention to acquire EMC, the parent company of RSA, for $67 billion.

Creating growth in security is a business that Dell clearly understands, Yoran wrote, mentioning that the relationship between Dell and Secureworks was also ’thoughtfully constructed to create leverage,’ mimicking language he used to refer to the future of RSA. Dell announced earlier this month that it plans an initial public offering of the Secureworks business.

[Related: Can Partners Expect An RSA-SecureWorks Security Spinoff In Wake Of Dell-EMC Deal?]

"Michael is also aware of our transformation activities [at RSA] 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," Yoran wrote in the letter. "It's all about creating leverage and accelerating our growth."

A piece of that future is a conversation around taking RSA private, Yoran wrote. He said Dell was adamant about the benefits of taking a company private in order to foster growth.

"[Dell was] 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," Yoran said in the email. "Having spent a vast majority of my career running private companies, I couldn't agree more."

While the email didn't directly say that RSA was in talks to spin off as a private company, the narrative would fit a story that has been building behind the scenes for months. Multiple sources with knowledge of the situation have told CRN that EMC was in serious talks to spin off RSA into an independent company for months before the Dell acquisition.

A spinoff is a move that could make a lot of sense for RSA, partners said. Jamie Shepard, senior vice president of health care and corporate strategy at Lumenate, an Addison, Texas-based RSA partner, said the move could make a lot of sense for both RSA and EMC. He said there are not many synergies between the two portfolios, which is why EMC was looking to spin out the company in the first place.

’There was always that stepchild type of mentality between RSA and EMC,’ Shepard said. ’I think Amit Yoran is probably one of the smartest guys in the industry. He’s a real force in security and I can almost see him doing better on his own with RSA.’

Shepard said he expects to see some moves to break up the federation around February, when the Dell-EMC deal is anticipated to close. Yoran said in the closing of his letter to employees that there is ’lots going on at RSA to talk about,’ and he would be issuing an update to employees in the coming days as to what that might be.

PUBLISHED DEC. 11, 2015