Barclays analyst Raimo Lenschow threw some cold water on speculation Dell would acquire the remaining stake on VMware (NYSE: VMW).

Lenschow notes Dell currently owns an 82% economic interest in VMW and 98% of the voting rights related to its acquisition of EMC, which was funded in part by creating tracking stock (NASDAQ: DVMT). Silver Lake was also involved in both Dell going private and the EMC deal and owns ~18% of Dell.

The analyst said assuming a more modest 15-20% premium to yesterday's VMW close, this gets to a valuation on a potential deal of $12.1-$12.6 billion, which would lead to additional debt for Dell and hence may not be a viable option for a company that is trying to decrease its debt burden and with Silver Lake vying for an exit.

While Dell could go this route, they remind investors that the main reason to keep VMW independent was to enable VMW employees to participate in Silicon Valley typical stock option schemes.

In addition, VMW has seen a nice revival in its core business and the notion that hybrid cloud is better accepted by the market is driving momentum. There is a risk that a VMW as part of Dell might lose some of this momentum and could also see higher employee attrition.

The firm maintained its Overweight and $145 price target on VMW.