Sears Holdings Completes Orchard Supply Hardware Spinoff

Sears Holdings(SHLD) issued a press release this morning announcing the completion of the Orchard Supply Hardware(OSH) spinoff.

 Sears Holdings Corporation (“Holdings,” “we” or “our”)  today announced that it has completed its previously announced spin-off of its interest in Orchard Supply Hardware Stores Corporation (“Orchard”).  Orchard is now independent from Holdings and its Class A Common Stock will begin trading on Jan. 3, 2012 on the NASDAQ Capital Market under the ticker symbol “OSH,” and Orchard’s Series A Preferred Stock will be quoted on the OTCQB.  Holdings will continue to be listed on the NASDAQ Global Select Market under the symbol “SHLD.”

The spin-off was effective at 11:59 p.m. EST on Dec. 30 , 2011.  Holdings’ shareholders of record as of the close of business on Dec. 16, 2011 , the record date for the spin-off, received shares of Orchard Class A Common Stock and Orchard Series A Preferred Stock, on a pro-rata basis, that were held by Holdings immediately prior to the spin-off.

Our shares have already shown up in our brokerage account under their CUSIDs, with no value attached as they haven’t traded yet.  It will be interesting to see where they go when they open on Tuesday.

Disclosure: The author owns shares in SHLD, OSH and OSH preferred

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Rouse Moves Down In First Day Of When Issued Trading

Rouse(RSE) began trading on a when issued basis today in anticipation of its spin off next month from General Growth Properties(GGP). The stock, which opened at 14, moved steadily downward and closed the day at 12 on 55,819 shares traded.  This represents a significant discount to book value and is below the $15/share, $200 million post-spin rights offering which Brookfield Asset Management has agreed to backstop.

Disclosure: The author holds no position in any stock mentioned

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Tiny Infrax To Spin Off Company It Just Purchased

As the spinoff bubble continues to inflate, we come across deals that are more and more ridiculous.  Today, we bring you Infrax Systems(IFXY), which will soon be spinning off Lockwood Technologies.  This dust mite of a company has a market cap of under $500,000, making ArrayIt, last week’s tiniest find, look like a behemoth.

In April 2011, Infrax, which provides “smart grid related products”, purchased 70% of Lockwood technologies. Now, it plans to distribute 1 share of Lockwood for every 3 shares outstanding to owners as of 3/19/12, retaining a 30% stake.  This company is too small to be public and certainly too small to execute a spinoff.  There are better ways to make money.

Disclosure: The author holds no position in any stock mentioned

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WPX Energy To Enter S&P 500

When WPX Energy(WPX)is spun off from The Williams Companies(WMB) on December 31 as we discussed previously, it will immediately join the S&P 500, replacing Compuware(CPWR).  Parent company The Williams Companies will remain in the index as well.  This continues a trend of large companies breaking into pieces large enough to themselves be constituents of the premier large cap index.

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

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Severstal To Spin Off Nord Gold In Convoluted Transaction

Alexei Mordashov, who owns 82% of Severstal, is the second-richest man in Russia, and he still dreams of being the richest.  Towards that end, Severstal announceda convoluted plan to spin off its Nord Gold unit.  Severstal had

RUSSIA - JUNE 16: Alexei Mordashov, General Di...

previously hoped to float the unit in London, but pulled the plan when it became clear that the valuation would be less than expected. Severstal shareholders will have the opportunity to exchange their shares for shares in the newly spun off company, and should 5% of the new company be owned by outsiders, it will apply for a listing in London.  Another of Mr. Mordashov’s firms, Rayglow will take up any shares not exchanged for. There is concern about the transaction from some quarters as many institutional investors will not be allowed to participate, and the record date for the exchange was the day before the offer was announced. A long, rambling post on Business Insider maintains that Mordashov’s manipulations, particularly as they relate to High River Gold(HRG) are allowing him to profit at shareholders’ expense.  We’re unable to follow the argument well enough to make our own determination. There’s no room here for investors to profit at this point; the record date for the transaction was in the past, but if the new spin does get listed in London, it may be worth further investigation.

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Overseas Shareholders To Receive Cash In Lieu Of Swire Properties Shares

We wrote briefly about Swire Pacific’s upcoming spin off of Swire Properties, but didn’t reference Swire’s comprehensive announcement. The record date for the conditional dividend will be January 6, 2012, with distribution in February.

English: Developed by Swire Properties in 1989...

Overseas shareholders(non-Hong Kong) will have their shares in the new firm sold and receive cash instead. The distribution is conditional on receiving listing approval, and will total 18% of the new firm’s shares. We’ve never traded in Hong Kong; is it common that overseas investors are treated differently?  Is this a risk that investors should avoid?

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LG Chem Has No Plans To Spin Off Battery Unit

Addressing earlier rumors, LG Chem, South Korea’s largest chemicals company, announced that it has no plans to spin off its battery unit, but will instead “strengthen” management, Reuters reports.

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Ralcorp Announces A Few More Details On Post Spinoff

It’s been nearly 6 months since Ralcorp(RAH) announced plans to spin off Post Holdings and not much has changed.  The interest that had been expressed by Conagra(CAG) never materialized into a transaction as Ralcorp management

Ralcorp

continued to reject buyout offers. Today, the company took the mildly unusual step of issuing a press release noting that it has amended its Form 10.  The release noted that the new company, which will trade on the NYSE under the ticker POST, will be distributed around the end of January 2012.  Also noted was that Ralcorp will extract $900 million in cash from Post prior to the spinoff, funded by debt which will stay with Post. In July, we had noted that this was expected to be in the $1.1 billion to $1.2 billion range, so this may imply that Post was unable to borrow the full amount anticipated. Ralcorp plans to use the cash to reduce debt, make acquisitions, and buyback stock.  Ralcorp will also retain up to 20% of Post.

Today’s filing shows that Post lost $368.9 million in 2011 on a pro-forma basis, but that includes a $503.5 million non-cash charge for impaired goodwill, writing down the cost of Ralcorp’s purchase of Post.  It would seem that the company has sufficient cash flow to both service and pay down debt.  At the right price, investors may be able to take advantage of a consistently profitable business with results improving as it incrementally deleverages.

Disclosure: The author holds no position in any stock mentioned

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A Bullish Article On Conoco Phillips Split

We’ve previously discussed the Conoco Phillips(COP) split here and here. James Shell posts at Seeking Alpha his case for buying Conoco Phillips this week. Shell projects that the companies trade at a 5% discount as a result of being combined. Is that enough to justify the split? Does the trend to dismantle vertically integrated oil companies make sense, or is it a shortsighted move to take advantage of the prevailing winds?

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Orascom Construction Industries To Split Fertilizer And Construction Businesses

The largest public company in Egypt will soon be much smaller.  Orsacom Construction Industries(ORSCY) will spin off its construction business to shareholders, retaining its fertilizer business.Nassaf Sawaris, the company’s chairman and CEO explained

It has been apparent to us, that there is absolutely no rationale to justify the relationship between the fertiliser business [which exports to Europe, North America and Brazil] and the construction group which [specialises in infrastructure and] works predominantly in emerging markets … The combination was acting as an unnecessary poison pill.

OCI will be the world’s third largest manufacturer of nitrogen fertilizers, and the majority of its business is outside of Egypt.  Clearly, a major impetus for this is to distance the fertilizer firm from the continued political instability in Egypt. What few numbers we’ve been able to find show a company trading under 7 times EBITDA.  If the fertilizer firm is successful in decoupling its fortunes from Egypt, this will likely prove to be a most profitable opportunity for investors, but the task is easier said then done.  It’s an intriguing possibility, but something we’re going to have to leave in the “too hard” pile. How about you?

Disclosure: The Author holds no position in any stock mentioned

 

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