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EMC (NYSE:EMC) is getting close to the finish line on its agreement to sell out to Michael Dell and Silver Lake Partners for $67 billion, as U.S. regulators have approved it and European regulators could do so soon. But there remains a huge risk to the transaction's success. It is as debt-heavy as any Texas oil deal, with the buyers putting in only $4.9 billion in equity.

If the banks back off, does EMC (and its shareholders) have a Plan B? What the market seems to be saying is that not only does EMC have no Plan B but that Plan A is broken. Consider. The value of this deal is $67 billion. Why, then, is EMC’s market cap currently under $50 billion? It owns 80% of Vmware (NYSE:VMW), but that company is now worth $21 billion. The numbers don’t add up to confidence.

Meanwhile, both these companies have lost months of actual work while chasing the deal. The growth rate at VMware has slowed dramatically, from 15% in 2014 to 10% last year, and the actual dollars of growth have dropped too, from $800 million to about $600 million, off a base of $6 billion. EMC, meanwhile, is slowing even faster, to 5% growth.

To repay the loans quickly, and quiet the banks, Dell is now looking to sell or spin-off most of its SecureWorks security unit, as well as its PerotSystems services business, Quest Software for IT management, and SonicWall, another security company.

The result would be a corporate structure even more federated than what EMC currently has, filled with partly-owned units taken public to raise capital rather than to grow. This leads to confusion, as when VMware abandons a cloud service, Virtustream, created by parent EMC.

A big piece of Pivotal Software, originally created by EMC and VMware and now partly-owned by General Electric (NYSE:GE), could also be sold. Pivotal now looks like the crown jewel among all the various companies Dell is buying. It is building a global footprint, buying Asian software developers, and is at the heart of Predix, the “Internet of Things” cloud GE announced recently.

The idea behind Predix, based on which GE originally bought a stake in Pivotal, is to take the Internet of Things outside the Internet of People, and put it under closer security control – a compelling argument in this age of mass hacking.

If Dell can get EMC shareholders to approve his deal, and keep the banks in line, then EMC shareholders are still due a big payday. You can bet on this by buying EMC shares right now, and selling quickly when the deal goes through.

But if the deal falls through, Plan B looks like a mess, and as an EMC shareholder, or a VMware shareholder, you may be left holding the bag.