Recent Spinoff Motorola Mobility Falls On Slowing Sales

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Just weeks after its debut, Motorola Mobility(MMI) warned that sales were slowing in the face of Verizon’s iPhone introduction.  Despite reporting a profit and beating analyst estimates by $.01, the stock traded down sharply as the company projected a loss for the current quarter.

Analysts had, on average expected earnings of $.01 for the current quarter. MMI is projecting a loss of between $.09 and $.21, a wide range that shows there remains great uncertainty about the company’s short term prospects. The company is down nearly 10% on the news in pre-market trading.  It is important to note that the spinoff left the company with a strong balance sheet- $3.2Billion in cash and no long term debt. This cash position is especially substantial given the company’s market capitalization will be below $10Billion at this morning’s open.

The company sells a commodity product in a hugely competitive industry and has historically been unable to generate consistent profits.  The combination of the cash position and post-spinoff  selling may eventually create a compelling value, but we don’t appear to have reached that point yet.

Disclosure: The author has no position in any stock mentioned, but does own a Motorola Droid phone

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It’s Official Now – Aperam Spun Off From ArcelorMittal

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Not surprisingly, an ‘overwhelming majority’ of ArcelorMittal (MT) shareholders approved the spinoff of its stainless and specialty steel businesses today. The new company, Aperam, will be a global leader in stainless steel production, an industry which has been plagued with overcapacity and hurt by the global slowdown. The spin is more conducive to industry consolidation and allows the company to focus exclusively on improving its operations. Exposure to the emerging markets, especially Brazil, is a big positive for the company which should also benefit from improvement in the overall economy.

Looking at the ‘schedule’, shares of the new company will start trading on an as issued basis tomorrow, but will be allocated only to shareholders on record as of the close on January 28th (might be allocated the 31st in some areas). ArcelorMittal holders will receive one Aperam share for every 20 ArcelorMittal shares owned. Some quick math reveals that Aperam will have approximately 78 million total shares outstanding and an implied value of ~$2.75b. Some peers which can be used for comparative analysis include (some are better than others): Acerinox, Outokumpu, ThyssenKrupp and Posco.

Aperam will be listed in Luxembourg, Paris and Amsterdam, but will trade OTC in the US under the ticker ‘APAM’. As a result of the spin, Aperam could face significant technical selling pressure as it will be deleted from several indexes including the CAC 40, Euro STOXX 50, IBEX 35 and MSCI Standard. That could represent around 10% of the free float. Keep in mind that the Mittal family, unlikely sellers, is expected to own approximately 40% of Aperam’s outstanding shares post-spin.

We will keep you updated. For some more information on the spin, please see our earlier post here.

Disclosure: Author currently holds no position in any stock mentioned.

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The Spinoff Marathon Continues

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Another day, another spinoff. Marathon Oil (MRO) announced today that its Board of Directors has approved spinning off its downstream operations. The new company will be called the Marathon Petroleum Corporation (MPC – also its expected ticker) and will be one of the largest refiners in the United States with assets concentrated mainly in the Midwest, Gulf Coast and Southeast.  MRO will retain the company’s ‘upstream’ assets and will focus on exploration and production. The company will distribute one share of MPC for every two shares of Marathon held at a currently unknown record date, but the split is expected to be effective June 30, 2011.

It is always important to follow the debt involved in these transactions and both financing and debt arrangements have already been made for the new company. MPC plans on incurring $2.5-3b of new debt in order to begin with a cash balance of at least $750m. Additionally, the company has secured a $2b revolving credit facility from JPM and MS. MRO plans on reducing its LT debt by $2.5b. MRO currently pays a dividend of $1.00/share and both companies plan to maintain a quarterly payout. According to the press release, “MRO will pay an initial dividend of $0.15 per quarter or $0.60 per year (based on approximately 710 million shares outstanding) and MPC will pay $0.20 per quarter or $0.80 per year (based on an estimated 355 million shares outstanding).”

This transaction is not really all that surprising though, as Marathon has been considering this split for quite some time. It shelved its spinoff plans in 2008 due to the unfavorable market environment (I would say good move there), but according to CEO and President Clarence P. Cazalot, Jr., the time is now right due to “the substantial improvement in the global business and financial environments.” The rationale for the split has not changed and the company hopes the split enables each individual unit to be properly valued and judged versus its peers. The refining business typically has low margins, especially when compared to those of the exploration segments. So far, the reaction from the market has been positive and the stock is up over 8% as of this writing. Some other reasons mentioned by the company include the “enhanced flexibility to pursue tailored strategies [and] the strengthened ability to attract and retain talent.”

Much like ITT’s situation yesterday, the large gain in the stock price somewhat limits the opportunities to profit from the spin as the ‘unlocked value’ starts to get priced in, but this situation is certainly worth following. A conference call is scheduled for this morning to discuss the spinoff and we will keep you updated as more information is released.

It’s also interesting to note that much like ITT  with its history of spinoffs, Marathon spun off US Steel in 2002. Some companies just can’t stop breaking up.

Disclosure: Author holds no position in any stock mentioned.


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A Tasty Morsel – Sara Lee To Breakup?

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After rejecting JBS SA‘s offer of $17.50/share, Sara Lee (SLE) was rumored to be favoring a breakup strategy which would likely involve the spinoff of either its coffee or meats division.  It is believed that a spinoff would unlock the value of the unrelated businesses and facilitate the sale of each individual unit. While JBS, the world’s largest meat processor, could still make a better offer, there is some concern that obtaining financing for a larger deal might be an issue given the similar sizes of the two corporations.

Sara Lee is no stranger to corporate transactions as former CEO and Chairman Brenda Barnes pursued an “ambitious multi-year plan to transform Sara Lee into a company focused on its food, beverage, and household and body care businesses.” In order to achieve that goal, the company has aggressively sold off assets over the past few years, including their North American fresh bakeries to Grupo Bimbo and their Global Body Care group to Unilever.  The company is no stranger to spinoffs either as it set apparel unit Hanesbrands (HBI) free in 2006, and spun off Coach(COH) nearly a decade earlier.

Unfortunately, Ms. Barnes was forced to resign due to illness and the company is currently experiencing a leadership void. There is some speculation that the different candidates for CEO have different ideas as to which path to pursue, but that is just a rumor. Currently, a spinoff is no guarantee and a sale is still very much a possibility. The WSJ’s Deal Journal blog highlights the potential buyers of SLE and the list contains some high profile names including The Apollo Group ( joined by C. Dean Metropoulos) and KKR. The price tag might be high (rumors of $20/share), but that has never stopped the PE industry before. The fact that this would be the first $10b+ PE deal since the financial crisis should not be ignored either. Shares of SLE are currently trading at over $18.

A decision on the break-up is expected by the end of the month, but the renewed interest of other buyers might extend the deadline. Personally, I am not one to play takeover speculation or risk arbitrage (at least not in most cases), but we will keep you posted on the situation here as it could get interesting.

Disclosure: Author holds no position in any stock mentioned.

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ITT To Spin Off Divisions- Again

While some companies are new to spinning off divisions, others are known for their serial spinoffs. Few however, can match the fecundity of ITT(ITT)(nee International Telephone & Telegraph). ITT was born out of the Puerto Rico Telephone Company in 1920. Over the next half century, ITT was the classic conglomerate, buying such diverse companies as The Hartford Insurance, Continental Baking, Avis Rent-A-Car, Sheraton Hotels, and hundreds of others.

As conglomerates fell out of favor, ITT began divesting units. Its long distance telephone division would eventually become part of Worldcom. It spun off its for-profit education business as ITT Educational Services(ESI). In 1995, the company split into three publicly traded companies ITT Corp, which later sold off non-hotel businesses and merged with Starwood, The Hartford(HIG), and ITT Industries, which became the current ITT Corp.

Today, ITT announced it is at it again. The company plans to split into three independent publicly traded companies.

  • Water Technology -

Following completion of the spinoff, a highly attractive, standalone water technology corporation with a new corporate brand name will be formed through the combination of three of ITT’s current businesses: Residential & Commercial Water, Flow Control and Water & Wastewater (including biological, filtration and disinfection treatment and analytics). These businesses are already known for solid operating results, leading market positions and strong product brand awareness, positioning the new water technology company for significant growth. This company will be a global leader, with the broadest suite of innovative equipment, systems and applications. The portfolio will span the transport, testing and treatment of water — focusing on the residential, commercial, municipal, agricultural, construction, building services, dewatering, beverage and leisure marine markets, as well as analytical instrumentation for water and wastewater, environmental, medical and beverage applications. The company is expected to benefit from an already strong installed base, driving attractive aftermarket opportunities, as well as a diverse global footprint with approximately 55 percent of revenues coming from international markets and strong emerging market growth prospects. Pro forma 2011 revenue for the future water technology business is estimated at $3.6 billion.

  • Defense & Information Solutions -

Following completion of the spinoff, the existing Defense & Information Solutions segment will be renamed and rebranded as a new standalone company that is an industry-leading provider of innovative technologies and operational services to meet the enduring requirements of the global military, government and commercial customers. The company’s products and services will include premier technologies such as next generation night vision, integrated electronic warfare, networked communications, force protection, radar, global intelligence, surveillance and reconnaissance systems, composite structures, space-based satellite imaging, weather and climate monitoring, and navigation and imaging systems, as well as maintenance, engineering and professional services. The business will continue to focus on growth beyond the core Department of Defense customer, with nearly 30 percent of revenues already coming from adjacent markets, such as air traffic management, information and cyber security as well as strong international growth prospects. Pro forma 2011 revenue for the new defense and information solutions business is estimated at $5.8 billion.

  • Highly engineered industrial –

Following completion of the spinoff, ITT Corporation will continue to be a diversified global manufacturer of highly engineered industrial products and high-tech solutions. Its global platform will include ITT’s current Industrial Process business, as well as its Motion Technologies, Interconnect Solutions and Control Technologies businesses. ITT Corporation will have leading market positions across an extensive portfolio of advanced technology industrial pumps, valves and control systems serving the oil and gas, mining, chemical, power generation, and pulp and paper markets. It will also have leadership positions in highly engineered products such as specialized and harsh-environment connectors, aerospace valves, actuators and components, as well as shock absorbers, brake pads and other energy absorption solutions. It is expected to have a revenue profile that is globally balanced. Its emerging-market growth prospects are outstanding, with nearly 60 percent of revenues coming from international operations and emerging markets. Pro forma 2011 revenue for the future ITT Corporation is estimated at $2.1 billion.

The company expects to complete the spinoffs before the end of 2011. The market has reacted quite positively the plan, with ITT stock trading up 23% in the pre-market.  With such a large gain, there will be less opportunity to profit from the value unlocked by the spinoffs, but it is certainly a situation that bears continued watching.

Disclosure: The author has no position in any stock mentioned.

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Shall We Contango?

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Experienced traders and seasoned investors often mention discipline as one of the keys to success in this industry.  While some speculation is encouraged, drawing the distinction between ‘the good’ and ‘the bad’ kind can be difficult. A common misconception is that this only applies to ‘investors’ however, corporations face similar dilemmas when deploying their capital. Establishing and adhering to a proper risk/reward balance is key and only if an investments lands in the right spot should the trigger be pulled.

Contango Oil & Gas (MCF) believes it has found one of those opportunities with the recent spinoff of its Contango Ore or “CORE” (CTGO) subsidiary. The spin has mining rights to over 750,000 acres of land in Alaska and will engage in the exploration for gold and rare earth elements. Although preliminary studies merited additional exploration, they did not identify any quantifiable mineral resources. The company has enlisted the Avalon Development Corporation, an Alaskan-based mineral exploration consulting firm, to help with the exploration and geological assessments. The current plan is to fly airborne magnetic, electromagnetic, and radiometrics early next summer in order to determine whether to proceed further. Interestingly, according to CORE’s Form 10 (a must read) the company can only work between May and October due to the harsh climate.

Contango invested a small amount of capital into CORE which will mostly get depleted during the exploration process. CORE has no other existing credit agreements and will be run on a ‘bare bones’ G&A expense budget of less than $100,000/year to best utilize its available capital. Aside from the contractual services provided by Avalon, the company has only 3 part time employees including Ken Peak, the CEO of both Contango and CORE. The other two ‘temps’ are the CFO/secretary and controller.  The company solicited a valuation report of CORE’s asset values from Avalon and with the additional $3.5 million cash investment by Contango, the value of the assets contributed to CORE and distributed to Contango shareholders is estimated to be $0.46 per share of Contango or $4.60 per share of CORE.

According to Mr. Peak, the investment was attractive due to ‘its risk/reward’ ratio but it “should be considered as nothing more than an “interesting speculation” and that the odds of our ultimately being successful in finding gold in a volume sufficient to support a commercial gold mining operation are quite low. To put it in oil and gas parlance, this “play” is the rankest of “wildcats” that is currently only at the “idea” stage…” In fact, the final observation of CORE’s recently published investor presentation is that the company is “pure and simple speculation.” Obviously, Mr. Peak is bullish on gold (whose price has risen meteorically) and rare earth elements, the latter of which have been receiving a ton of media attention since the Japan/China fisherman spat. The presentation and initial press release linked to above highlight the rationale for investing in these metals.

So what expertise does Contango have in the exploration for gold and rare earth elements? None, although their consultants surely do. However, the company’s belief is that their strategy listed on page 1 of the aforementioned presentation can apply to all commodity businesses. The company’s core beliefs are:

Our Exploration Strategy:
1.The only competitive advantage in a commodity-based business is to be among the lowest cost producers
2.Virtually all the mining industry’s value creation occurs through the discovery of mineral deposits that can be developed into a commercially viable ore body
3.Value creation per share is the only metric that counts

So why does anybody care about a risky spinoff with a roughly $10m market cap? Much of the interest in this name is based on the involvement of Mr. Peak, who has an excellent reputation and a solid track record.  He founded Contango in 1999 by investing his entire life savings ($400K) into the business in order to raise the necessary equity. Quite risky, but it has paid off as the business has since grown into a $900m market cap star with over $150m in revenues under his leadership. Additionally, his prior ‘non-core investments’  (LNG facility, shales & fuel cells) have all been big winners for investors.

CORE has roughly 1.6m shares outstanding and according to the Form 10, the directors and officers will control approximately 22% of that total. Additionally, their contract with Avalon grants them 1.5% of the stock. The company has the ability to (and likely will) grant options to its executives and directors especially considering they are not receiving much in terms of a salary. The company can issue 100K of shares/year which is a sizable amount given the low amount outstanding. Management will be highly motivated to succeed, however there is not much they can do about it at this stage. Either the reserves exist or they don’t.

Considering the tiny size of the spin and the unrelated focus, one would have expected strong selling pressure post spin however, the stock price has since steadily climbed.  Considering the company’s value estimate was $4.60/share, the stock appears to be a bit pricey. Then again, this is not your typical spin as there is no operating history to parse through or new synergies to analyze. Perhaps investors desired some exposure to these elements or refrained from indiscriminate selling due to the thinly traded market on the stock.

Much like an option, CORE’s stock price should suffer from time decay as its shelf life is tied to the longevity of its ever diminishing cash balance. I feel that waiting for the price to decline for this reason would be a mistake though. The way to win here is by owning the company when it announces a find – the longer you own it, the better chance you have. That does not mean you cannot wait to pick it up at a better price, especially if work is not being done until May at the earliest. In the end, it is best to recognize that CORE is a lottery ticket although the odds here are probably better than the 1:176 million which the MegaMillions boast. Take a look at Molycorp (MCP) for an example of the potential rewards of finding rare earths (although note there is a big step between finding them and mining them). You own this as a pure and unadulterated speculative play and a vote of confidence in Mr. Peak’s risk/reward analysis. If that doesn’t sound attractive to you or seems like undisciplined investing then I would pass.

Disclosure: Author holds no position in any stock mentioned

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