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Why Spin-Off?
Spin-Offs are a source of significant market outperformance for investors Spin-Offs often result in a higher aggregate value for the constituent pieces Studies conducted by a range of researchers, from Penn State to McKinsey have documented that spin-offs, on average, outperform market indexes
Types Of Spin-Offs
Type of Spin-Off Description Parent firm distributes shares of the spun-off subsidiary to parent shareholders Sell a portion or all shares of subsidiary through an IPO in the equity market Example
Cadbury
Spin-Off
Carve-Out
Bristol-Myers
Split-Off
Parent companys shareholders are offered shares of a subsidiary in exchange for the parents shares (exchange offer)
Bristol-Myers
Spin-Off
A parent distributes the stock of a subsidiary in the form of a dividend Following the distribution, the stockholders hold stock of the parent and the stock of the company that was spun off Two independent companies exist where before there was only one A spin-off effectively removes the parent from management and control of the subsidiary Pure spins are tax efficient
Carve-Out
Parent company sells some or all of the stock of a subsidiary to the public in an IPO The carve-out may pay a portion of the IPO proceeds to its parent Parent companies sometimes link subsidiary IPOs and Spin-Offs (two step spin) Parent would typically sell less than 20% Of subsidiary to the public and then distribute the balance of the stock to their shareholders in a tax-free distribution (Example: Bristol-Myers Squibb / Mead Johnson Nutrition)
Equity Carve-Outs
Parent sells Equity in the New Firm to the Public (IPO) and creates a New Publicly Traded Entity.
Subsidiary 25%
Parent 65%
A carve-out brings cash into the firm, whereas a pure spin-off does not. Carve-outs disperse assets and ownership in the assets to non-owners of the original firm. Carve-outs are often an intermediate step before a full spin-off.
Split-Offs
In a split-off, the investor must decide between the new company and the parent. Holders of the parent company stock must choose to continue owning stock in the parent or, instead, exchange some or all of the parent stock for stock in the spin-off. The parent offers its existing shareholders stock in the subsidiary in exchange for shares in the parent company. If the parent distributes 80% of the subsidiary stock, the split is tax-free. Whats more, in an effort to induce enough shareholders to swap stock, investors are offered shares in the subsidiary that are worth more than the shares being returned to the parent company. This offered premium explains why split-offs are often oversubscribed.
Parent/Sub
AT&T / AWE Sara Lee / Coach General Motors / Hughes Electronics DuPont / Conoco Lockheed Martin / Martin Marietta Eli Lilly / Guidant
Date
5/21/01 4/4/01 5/19/00 8/6/99 10/18/96 9/18/95
Successful Spins
Easier for the markets to recognize underlying value Pursue compelling business opportunities Greater freedom to pursue new ventures, streamline production, and pare overhead Accountability and direct incentives (stock & options) Eliminates competitive disadvantages Greater access to capital Increase corporate focus for the spin-off and parent
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