Consultant GlassHouse Files For IPO, Outlines Dell Relationship


The company, in its SEC filing, also offered insights into its close relationship with Dell and the role that Dell and Cisco would play in any potential sale of the company.

GlassHouse, Framingham, Mass., wrote in an FCC filing dated Jan. 28 that it plans to use the $75 million for working capital and general corporate purposes and to pay for acquisition-related loans.

GlassHouse originally filed for a $100 million IPO in 2007, but withdrew the filing in March of 2009, citing "current public market conditions."

Conditions are certainly better for GlassHouse now than they were a year ago. The company, in its filing, reported revenue of $64.7 million and EBITDA (earnings before interest, taxes, depreciation and amortization) of $1.7 million for the first nine months of 2009, compared to revenue of $63.1 million and an EBITDA loss of $13.8 million for the same period in 2008.

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GlassHouse focuses on a variety of IT services that the company broadly categorizes into strategic infrastructure services, infrastructure optimization services and infrastructure operations services.

The latter of those three categories of services includes data center migrations and consolidations, cloud computing and IT services management, virtual environments, storage backup and recovery, security and disaster recovery.

GlassHouse has close relationships with a number of strategic vendors, including Dell, IBM, Cisco, Unisys and Bull SAS.

One of its closest relationships is the one with Dell. GlassHouse currently has a $25 million loan from Dell, and Dell has the option to acquire 5 percent of GlassHouse's common stock as soon as 10 months following the IPO.

Dell has an agreement under which it is paying GlassHouse a total of $1.5 million over three years to license intellectual property from GlassHouse.

Dell also has a warrant to purchase common or preferred stock in GlassHouse, which "is exercisable in connection with a qualifying financing or a sale" of GlassHouse, according to the SEC filing.

Dell and Cisco also are important players in determining the fate of GlassHouse should it ever become an acquisition target.

According to the SEC filing, GlassHouse in November 2008 entered into a securities purchase agreement with Dell and Cisco, which includes provisions requiring the company to notify Cisco and Dell should it receive a "bona fide proposal for a merger, sale of substantially all of our assets, sale or redemption of our shares or similar transaction that results in a change of control."

Should that happen, both Cisco and Dell have the right to submit a proposal to acquire GlassHouse or to enter into a similar change of control transaction. "By limiting our ability to negotiate and complete transactions with potential acquirers or purchasers other than Cisco or Dell, these restrictions may discourage, delay or prevent a change in control," the company wrote.

No other information about the preferred stock agreement with Dell and Cisco were provided in the filing.

The company's growth strategy, according to the filing, includes leveraging indirect sales relationships. "Our indirect sales channel relationships provide us with access to additional enterprise clients to whom we can ultimately cross-sell a broad range of consulting, technology integration and managed services. This cross-selling may lead to the creation of new service offerings. We plan to continue expanding our indirect sales channels relationships," the company reported.

GlassHouse's growth also depends in part on acquisitions, an area in which the company has been very active.

Its most recent acquisition in the U.S. was that of CSSG, a Chicago-based security services consultant, in 2009.

GlassHouse has also been expanding its global business for several years via acquisitions of U.K.-based companies. The company acquired U.K.-based virtualization solution provider Systems Group Integration in September. That followed the acquisition of two U.K. solution providers about six years ago, a small software developer three years ago, and a small consulting services company in 2008.

The company also acquired vcare Infosystems AG, a data center consulting and services firm with offices in Switzerland and Germany.

GlassHouse executives were not available to comment on the SEC filing.

Chad Berndtson contributed to this article.