Stock Spinoffs and How It Can Unlock Value
- Posted on November 30, 2019
- Stock Spinoff
- By admin admin
A spinoff, also known as spinout or starbust, is the creation
of an independent company through the sale or distribution of new shares of an
existing business or division of a parent company. Companies that are spun-off
are usually expected to be worth more as independent entities than as parts of
a larger business.
When a corporation spins off a business unit that has its own
management structure, it sets it up as an independent company under a renamed
business entity. The company that initiates the spinoff is referred to as the
parent company. A spinoff retains its assets, employees, and intellectual
property from the parent company, which gives it support in a number of ways,
such as investing equity in the newly formed firm and providing legal,
technology or financial services.
A spinoff may occur for various reasons such as better
management of resources and divisions that have more long-term potential.
Businesses that wish to streamline their operations often sell less productive
or unrelated subsidiary businesses as spinoffs. For example, a company might
spin off one of its mature business units that is experiencing little or no
growth so it can focus on a product or service with higher growth prospects.
According to Investopedia, a corporation can create a spinoff
by distributing 100% of its ownership interest in that business unit as a stock
dividend to existing shareholders or offer existing shareholders a discount to
exchange their shares in the parent company for shares of the spinoff. For
instance, an investor could exchange $100 of the parent’s stock for $110 of the
spinoff’s stock. Spinoffs tend to increase returns for shareholders because the
newly independent companies can better focus on their specific products or
services.
Statements have been made about a valuation discount embedded
into companies with multiple businesses. The argument is that a separation or
spinning-off of businesses will help companies unlock this discount thereby
increasing their value to shareholders. A research by PwC shows that although
spin-offs can be an attractive move for some companies, they do not
automatically unlock value. The success of a spin lies in how the spun-off
entity and the parent company are able to improve their execution as
stand-alone entities.
How spinoffs can be
used to unlock Value
The value creation from a spin-off lies in how the spun-off
company and the parent company are able to improve their execution as
stand-alone entities. Large companies often dictate homogeneous action plans to
all their businesses that may benefit some of them but can actually harm
others. A successful spin-off is one in which the transaction unshackles the
new independent business from those corporate mandates enabling it to operate
more efficiently. Some of the changes spun-off entities can enjoy are more
focused management, attract better talent, eliminate conflicts of interests,
improve capital allocation and drive a clear and cohesive strategy.
Two steps that can be
employed to unlock value
The two steps discussed below have been employed by
PricewaterhouseCoopers and has produced valid results.
·
Define
spin-off strategy through a value lens.
In this step, it is essential to
first understand how the different business segments within an organization
contribute to overall value. The Portfolio Value Analysis approach involves
using the most granular information generated by the segments to help companies
understand the sum of the parts value of their business bottoms up. Key drivers
of value for each of the segments should be identified and finally identify
which segments could be potential candidates for a spin-off. This would be the
segments that would be able to unlock more value if operated as stand-alone
entities.
·
A
pre-spin value capture roadmap should be established.
Enhancing value capture in order to
identify ways to improve performance and establish a well-defined value
creation roadmap is the next step. Revenue growth, capital efficiency and
margin improvement are typically the key levers of value. Ways to find the
balance between optimization and growth and create an operational improvement
plan six to eight months before spinning-off the business should be sought. A
clear roadmap including a cohesive strategy of how the spin-off will create
value and what metrics need to be focused on is the best guarantee that it will
be accretive to shareholders.
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