Spin-Off Research In the News


Doubts Linger as HP Poises for a Split

Posted by Joe Cornell, CFA on Mon, Oct 13, 2014 @ 10:10 AM

Hp Spin-OffWhen Hewlett-Packard’s chief executive, Meg Whitman, announced this week that the company would split, she said the two new companies would be “a lot more nimble, a lot more focused.”

Would that it were so easy.

“Nimble” and “focused” are hardly the first words that come to mind at the mention of HP. “Chaotic” and “hapless” are more like it. HP has lurched from one strategic plan and ill-fated acquisition to the next under a rapid succession of chief executives and board members.

To her credit, Ms. Whitman has brought some desperately needed stability since taking over in 2011 after the brief but disastrous tenure of Léo Apotheker. HP’s stock has nearly tripled since bottoming in November 2012. But at nearly $35 a share this week, it’s still far from the peak of over $53 that it reached during the tenure of Mark Hurd, who is now co-chief executive of a rival, Oracle.

In spinning off its computer and printer operations into one unit, to be called HP Inc., which will use the HP logo, and putting everything else into another, called Hewlett-Packard Enterprise, the company is joining what’s shaping up to be a corporate stampede toward spinoffs. In the last week and a half, eBay, where Ms. Whitman spent a decade as chief executive, said it would spin off its PayPal unit, and the software and information management company Symantec said it would split into two companies. This year is now on track for 66 or more corporate spinoffs, according to Joe Cornell, who follows spinoffs as president of Spin-Off Advisors in Chicago and publisher of a newsletter, “Spin-Off Research.” This year is likely to top the record of 66 spinoffs reached in 1999 and 2000, the peak of the technology bubble, according to Mr. Cornell’s calculations.

Spin-Offs per year The surge in popularity has been fueled by activist investors and hedge funds pushing for breakups as well as academic research supporting the notion that the parts are often more valuable than the whole. A study by two Pennsylvania State University professors, James Miles and J. Randall Woolridge, of 174 spinoffs from 1965 to 1994 found that the stock prices of those companies rose an average of 76 percent in the five years after they were spun off, compared with a 31 percent gain in the Standard & Poor’s 500-stock index. And they found that spun-off companies were three times more likely to be acquired.

“Different businesses may need different capital structures and more entrepreneurial management,” Professor Woolridge said this week. “The spun-off company will often be totally different from a culture standpoint. It can get a better board that understands the business and can get the capital structure right. We found that the spun-off companies tend to grow revenues and profits faster.” HP also noted that the two new companies would have distinct customer bases, which they can now focus on, and will rank as the 48th and 49th largest corporations in America.

Still, the averages mask the wide variation in performance among companies that have been spun off. For every Motorola Mobility, the cellphone maker spun off by Motorola in 2011 and promptly acquired by Google (and then Lenovo), there’s a Delphi, spun off by General Motors in 1999 only to end up in bankruptcy six years later.

So where is HP likely to fall on the spectrum? The prospects have some analysts worried. “It’s debatable that HP is doing this from a position of strength,” Toni Sacconaghi, a senior technology research analyst at Sanford C. Bernstein, told me this week. “That doesn’t inspire much confidence.”

Investors initially cheered the news, but on further reflection, they seemed to share Mr. Sacconaghi’s reservations. HP shares rose nearly 5 percent after the announcement on Monday, but by Thursday, they were lower than before the news was disclosed.

Mr. Sacconaghi noted that many of the most successful spinoffs have involved separating slow- (or no-) growth commodity businesses from higher-growth, more entrepreneurial operations. Time Warner and News Corporation are among the media companies that have spun off print operations, hoping to achieve higher multiples and stock prices for faster-growing cable, film and digital media properties. Those recent examples have yielded mixed results so far, with shares in both News Corporation (the print operation) and Fox lagging the S.&P. 500. Time Inc. shares have dropped over 4.6 percent since they were spun off in June, trailing the S.&P. 500’s slight gain. But Time Warner shares have outperformed, gaining over 8 percent.

HP’s strategy doesn’t fit the slow growth-fast growth paradigm since both of the new companies have been slow- to no-growth operations. Personal computers and printers, the core of the new HP, are perceived as mature businesses. HP Enterprises, in theory, should be the faster-growing, more entrepreneurial of the siblings. But in the most recent year, HP’s revenue from personal computers has been growing faster than its enterprise businesses.

Especially worrisome to several investors I spoke to is the decline of HP’s Itanium server business, where service contracts and maintenance operations generate significant revenue and profit. The installed base of Itanium servers is dwindling as customers replace them with cheaper alternatives. In August, HP reported an 18 percent decline in revenue for its business critical systems unit and a 6 percent drop in enterprise services. By contrast, a bright spot in HP’s results was personal systems, which includes personal computers, where revenue was up 12 percent. HP said that viewed broadly, personal technology could again be a growth business, with HP at the forefront.

“This doesn’t fit the playbook of your typical spin out,” Mr. Sacconaghi said. “Here the growth profiles really aren’t that different.”

And there are risks. HP will lose economies of scale, which was one of the main reasons the company gave when it reversed its decision to spin off its personal computer business just three years ago.

“There really are synergies in distribution and sourcing,” Mr. Sacconaghi said. He noted that when HP reversed its decision, it cited a potential loss of synergies amounting to as much as $1 billion. Adding printers may enable HP Inc. to maintain greater scale, and “maybe they can mitigate the damage,” Mr. Sacconaghi said. “But even if it’s half that, that’s still 5 to 6 percent of their operating profits.”

Moreover, it’s unclear how HP Enterprises will finance growth once it loses the cash flow from personal computer and printer sales.

There’s also a whiff of desperation surrounding the plan. HP was rumored to be interested in acquiring Rackspace to gain a foothold in trendy cloud-based computing services, a field now dominated by Amazon and Google. But nothing came of that. There was talk HP might acquire another aging technology giant, the data storage provider EMC (which is under pressure from activist investors to spin off one of its own units, the software maker VMware.) Nothing concrete has materialized. (An HP spokesman declined to comment on any potential deals.)

Something could still happen. HP said it possessed material nonpublic information, so a large deal could be in the works. That has made investors nervous given HP’s dismal track record, most recently its disastrous $11.7 billion acquisition of Autonomy. (Still unresolved are HP’s claims that it was defrauded when it bought the British software maker in 2011.)

But what alternative to a spinoff did HP have? Now in the third year of her original five-year recovery plan, with promised growth in 2016 looking increasingly elusive, Ms. Whitman needs an exit strategy. “The market didn’t indicate any confidence in the status quo,” Mr. Sacconaghi said. “HP was already the cheapest technology stock in the S.&P. 500 based on a price-to-forward earnings basis. How can it get any worse? With two separate teams crafting a vision, maybe Wall Street will gain confidence and valuations will go up.”

 

View article on nytimes.com: Doubts Linger as HP Poises for a Split

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Spin-Off Research is published by Spin-Off Advisors, LLC. Spin-Off Research is a subscription-based service for Professional and Institutional Investors.  Blog entries are delayed.  Spin-Off Research subscriber-base receive the spinoff report at time of press via Email Bulletins.  To learn more about becoming a subscriber, please contact us. Spin-Off Advisors, LLC provides coverage on all US and major Global spinoffs, carve-outs and split-offs; Spin-Off Research published since March 1997.

Tags: HP Spin-Off

Spin-off mania! 25 companies likely to join

Posted by Joe Cornell, CFA on Tue, Oct 07, 2014 @ 15:10 PM
Spin-Off








By: Matt Krantz | October 7, 2014

Spin-Off Investors are addicted to spin-offs — and for good reason. Just check the reaction of Hewlett-Packard’s (HPQ) stock after saying it was spinning off PCs Monday. But investors wonder which companies are next to take spin-offs for a whirl.

There are 25 companies with shares trading on U.S. markets, including Alibaba (BABA), Amazon.com (AMZN) and drugmaker Pfizer (PFE) that are most likely to spin off units, according to research from Spin-Off Research.

Investors are paying very close attention to spin-offs since the returns have been strong — and demanding more spin offs.

It’s easy to see why. Monday, shares of HP jumped nearly 5% to $36.87. But it’s not just a few cases where stocks are reacting well to spin-offs. The Guggenheim Spin-Off Exchange Traded fund (CSD) is up roughly 60% over the past two years, topping the 35% gain by the Standard & Poor’s 500.

Spin-off

Longer term, spinoffs have been even more stellar. The Bloomberg Spin-Off index is up 540% since Dec. 31, 2002, topping the 123.7% gain by the S&P 500.

Academic research has long-shown companies can boost managerial focus to both the parent and the spin-off child by eliminating distractions from a sprawling operation. CEOs of spin-off companies suddenly have great incentive to pursue any business opportunity possible — not being able to hide inside a larger company. Also, the top management’s compensation is tied to the performance of the company — not a huge company over which they have little control.

Guessing which companies might spin off units next is tricky. Companies that might consider spin-offs have similarities — including a unit that doesn’t quite fit but that’s big enough to attract investor attention. Spin-Off Research identified the following 25 companies trading in the U.S. as candidates (see chart below).

Some already have discussed the possibility. Power generation company Babcock & Wilcox (BWC) announced this week the company is evaluating breaking itself into two publicly traded companies. One business would handle the power generation business and the other government and nuclear.

But one thing’s for sure, investors have a big case of the spins.

Below is the list of strong spin-off candidates from Spin-Off Research:

Company Ticker Potential Spin-Off
Alibaba BABA Web hosting
Amazon.com AMZN Amazon Web Service
American Int’l AIG Int’l Lease Finance
Anadarko Petro. APC Royalty Assets MLP
Apache APA Int’l expl. & prod.
Babcock & Wilcox BWC Power generation
BP BP Refining and mkt.
CenturyLink CTL REIT
Deutsche Telekom DT T-Mobile USA
Frontier Comm. FTR REIT
Hartford Fin’l HIG Prop. & Cas.
Huntington Cap. HNT Real estate
Huntsman HUN Pigment unit
Illinois Tool Works ITW Industrial packaging
Life Time Fitness LTM REIT
Loral Space LORL SS/L
Manitowoc MTW Foodservice
MeadWestvaco MWV Packaging
Melcor Developments MRDT REIT
Oshkosh OSK JLG Inds.
Pfizer PFE Branded medicines
Rio Tinto RIO Pacific Aluminum
Sony SNE Entertainment
Telecom Italia TI Fixed-line
Verizon VZ REIT

Sources: Spin-Off Research



View article on usatoday.com: Spin-off mania! 25 companies likely to join

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Spin-Off Research is published by Spin-Off Advisors, LLC. Spin-Off Research is a subscription-based service for Professional and Institutional Investors.  Blog entries are delayed.  Spin-Off Research subscriber-base receive the spinoff report at time of press via Email Bulletins.  To learn more about becoming a subscriber, please contact us. Spin-Off Advisors, LLC provides coverage on all US and major Global spinoffs, carve-outs and split-offs; Spin-Off Research published since March 1997.





Tags: eBay Spin-Off, Spinoff, HP Spin-Off, Barnes & Noble Spin-Off, 2014 Spin-Offs, ipo, carve-out

Spinoff mania here to stay, but who wins?

Posted by Joe Cornell, CFA on Tue, Oct 07, 2014 @ 14:10 PM

CNBC Spin off

 

 

 

 

 

 

 

John Jannarone | October 7, 2014 | CNBC

Hewlett-Packard, eBay, Barnes & Noble—the rash of spinoff announcements this year has been dizzying. Should investors cheer on for more or take caution?

About 62 spinoffs are likely to be completed in 2014, the highest level since 66 transactions in 2000, according to research firm Spin-Off Advisors. The trend looks set to continue into next year, with many more deals already announced that won't close till then and plenty of activists pressuring companies to break up.

The rise of activist hedge funds is an obvious explanation for the spike in spinoffs. Those funds often identify divisions of companies that arguably have no real connection with the other businesses and suggest they would be worth more as standalone stocks. Activist Carl Icahn, for instance, called for the pending breakup of eBay and its PayPal online payments business earlier this year.

Spin-Off

Indeed, activist hedge funds have $93 billion under management and have attracted $14 billion in new inflows from investors so far in 2014, according to research firm eVestment. Activist funds now account for a healthy 16 percent of total assets managed by "event driven" hedge funds, eVestment said.

But it's not just activists telling companies to split apart. "Over the last four or five years there's been a push toward corporate clarity and a push toward getting back to core businesses," said Robert Kindler, global head of mergers and acquisitions at Morgan Stanley. "It's institutional shareholders as much as activists who want to have companies focus on a core business."

The flipside: Certain acquisitions that might have happened in the past are unlikely to happen now. Conglomerates once poured money into disparate businesses backed by a belief that they could perform better with a strong balance sheet and a centralized management team. General Electric famously owned businesses ranging from oven manufacturing to media concerns while Fortune Brands produced liquor and golf equipment.

Spin-offs per year, total spin-offs, 2014 spin-offs

Today, most companies would have a hard time convincing shareholders that conglomerates work. "The era of formation of conglomerates is over—at least for now," Kindler said. "I don't see a new conglomerate, like a Fortune Brands, being formed anytime soon."

Assuming there plenty more spinoffs to come, how should investors respond? Both parent companies and spinoff companies tend to outperform the broader market after transactions occur, according to Joseph Cornell, president of Spin-Off Advisors.

The real juice is in the spinoffs, which tend to outperform the market significantly for two to three years after they become independent stocks, Cornell said. One reason is that newly independent managers can run companies in a more entrepreneurial way, pursuing new growth ventures and streamlining production methods.

Spinoffs also tend to outperform because they are five times more likely than similar standalone companies to be acquired, Cornell said. Those deals often happen with a few years of their separation.

Even so, there are risks to consider when investing in small spinouts. Spun-out companies sometimes fall off the radar of major investors that are only allowed to invest in stocks of a certain size. Research analysts who cover the original companies often don't follow the spinouts once they are gone. In turn, the stocks may also trade on very low volume, making them prone to extreme price movements when investors sell large amounts of stock.

And with many stocks trading at or near record multiples, there may be some companies that pursue spinoffs for a purely financial reason: certain businesses they own currently command very high valuations in the market. But if valuations were to come down—or even stop expanding—spinoffs could run into trouble fast. Investors who want to hang onto spinoffs should be sure to do their homework.

 

View article on cnbc.com: Spinoff mania here to stay, but who wins?

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Spin-Off Research is published by Spin-Off Advisors, LLC. Spin-Off Research is a subscription-based service for Professional and Institutional Investors.  Blog entries are delayed.  Spin-Off Research subscriber-base receive the spinoff report at time of press via Email Bulletins.  To learn more about becoming a subscriber, please contact us. Spin-Off Advisors, LLC provides coverage on all US and major Global spinoffs, carve-outs and split-offs; Spin-Off Research published since March 1997.

Tags: eBay Spin-Off, HP Spin-Off, Barnes & Noble Spin-Off, 2014 Spin-Offs

Symantec to split into security and storage software companies

Posted by Joe Cornell, CFA on Wed, Oct 15, 2014 @ 12:10 PM

Spin-Off Research

By Soham Chatterjee and Arathy S Nair | October 9, 2014

Norton antivirus maker Symantec Corp (SYMC.O) will split into two publicly traded companies, one selling security software and the other providing data management, potentially making itself more attractive to suitors.

Symantec's revenue growth has lagged the rest of the security software market in recent quarters, with slowing PC sales hurting demand for the company's software, which often comes bundled with new computers.

The Mountainview, California-based company has also failed to establish a strong foothold in the mobile security market.

Symantec's split essentially reverses its $13.5 billion acquisition of storage company Veritas Software a decade ago and follows a trend of companies splitting themselves to focus on faster growing businesses.

"Symantec has been a headache name for tech investors over the last decade. It's nice to see the board make a decision that strategically makes sense for the company and its investors," FBR Capital Markets analyst Daniel Ives said.

Symantec's break-up comes during a banner year for spinoffs. More than 60 spinoffs are expected to be completed this year, more than in any year since 2000, according to Spin-Off Research, a subscription service for hedge funds and institutional investors.

Hewlett-Packard Co (HPQ.N) said on Monday it would separate its computer and printer businesses from its corporate hardware and services operations.

Online auction company eBay Inc (EBAY.O) said last week it would spin off its electronics payment service PayPal.

A number of potential buyers, including Cisco Systems Inc (CSCO.O) and NetApp Inc (NTAP.O), will likely show interest in each of the companies Symantec splits into, Piper Jaffray analyst Andrew Nowinski said in a note.

FBR's Ives said the "cash-cow" storage business could attract interest from private equity players.

"Post split, you have two companies, one focused more on cash flow and one focused more on revenue. So, put together, can it help revenue? I think it can, certainly, but you have to execute," investor Tim Ghriskey told Reuters.

Symantec's security business generated revenue of $4.2 billion in fiscal 2014, while the data management business, which provides data backup, recovery and management services, generated $2.5 billion.

Michael Brown will continue as chief executive of Symantec and Thomas Seifert as chief financial officer, the company said. Brown took over as interim CEO in March after his predecessor, Steve Bennett, was fired.

The spinoff is expected to be completed by the end of December 2015, Symantec said.

Shares in the new business will be distributed tax-free to Symantec shareholders at a ratio that has yet to be determined.

J.P. Morgan acted as Symantec's adviser.

Symantec shares closed down 2.3 percent at $23.44 on the Nasdaq on Thursday. They were quoted at $23.50 in extended trade. (Additional reporting by Jim Finkle in Boston and Lewis Krauskopf in New York; Editing by Maju Samuel, Simon Jennings and Cynthia Osterman)

View the article on reuters.com: Symantec to split into security and storage software companies

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Spin-Off Research is published by Spin-Off Advisors, LLC. Spin-Off Research is a subscription-based service for Professional and Institutional Investors.  Blog entries are delayed.  Spin-Off Research subscriber-base receive the spinoff report at time of press via Email Bulletins.  To learn more about becoming a subscriber, please contact us. Spin-Off Advisors, LLC provides coverage on all US and major Global spinoffs, carve-outs and split-offs; Spin-Off Research published since March 1997.

Tags: Symantec Spin-Off, SYMC Spin-Off