With just weeks to go before EMC Corp. shareholders meet to vote on whether or not to go ahead and merge with Dell Inc., the two companies have put together documentation arguing the case for the merger, and that documentation also reveals a number of Dell’s non-core businesses are set to be sold off.

The 341-page long Form S-4 document, which was just submitted to the U.S. Securities and Exchange Commission (SEC), is designed to provide investors with everything they need to know before coming to a decision on whether to back or vote against the merger. Not surprisingly, the document is optimistic about the future prospects of a newly-merged Dell/EMC, but it also sheds light on the tough task it will have to pay off its debts if the deal goes ahead.

Denali Holding Inc (DHI), the company that owns Dell, will take on an eye-watering debt of $59.1 billion if the deal goes through. As such, Denali Holding “has an objective of reducing its indebtedness in the first 18-24 months after completion of the merger and achieving an investment grade credit rating for such indebtedness. The cash necessary to achieve that objective is expected to come from divestitures of non-core businesses of the DHI Group, including EMC, cash flows from operations of the DHI Group and cash generated by reductions in the working capital needed to operate the DHI Group.”

Of course, the document doesn’t implicitly state which of Dell’s businesses will be designated as “non-core”, and so we can only speculate. For example, Dell’s storage business looks like a good candidate for removal if its acquiring EMC’s own storage division. EMC’s RSA Security division isn’t doing that great either, and it’s unsure how Pivotal Software, Inc. will fit into the new entity.

The document also tried to deal with concerns over the so-called “tracking stock” or “Class V” stock that investors will receive as compensation for losing their share of EMC’s 81 percent stake in VMware Inc.

“Because there is no established trading market or market price of Class V Common Stock, the value of the merger consideration that EMC shareholders will receive in the merger is uncertain,” the document says, reminding investors how unpredictable tracking stocks can be. “As a result of the characteristics of tracking stocks, tracking stocks often trade at a discount to the estimated value of the assets or businesses they are intended to track.”

Elsewhere in the document, there’s an admission that many of Dell and EMC’s customers and partners will feel there’s a need to strike new agreements in the wake of the deal, as they’ll effectively be dealing with a brand new entity. Dell also conceded that it’s dependence on its PC business as a cash cow is becoming a “challenge”. PCs generate some 65 percent of Dell’s net revenues, but the business is in decline with longer refresh cycles and consumer’s preference for smartphones and tablets leading to much lower demand.

The document also concedes there’s still some uncertainty regarding how the U.S. Internal Revenue Service will treat the merger, with worries that it could slap the new firm with a tax bill amounting to billions of dollars. Dell’s lawyers say this is unlikely though, and in any case it wouldn’t endanger the deal, though it would certainly complicate things.

For those who have the energy to wade through the entire document, here it is.

Image credit: Paul L. McCord Jr. via flickr.com