McGraw-Hill May Sell, Rather Than Spin, Education Business

McGraw-Hill(MHP) confirmed that it continues to move forward with a spinoff of its Education business, calling it

McGraw-Hill's 1990s logo

‘Plan A’, even while it engages in talks with potential buyers for the business. It is believed that the division is worth more than $2.5 billion.

On today’s earnings conference call, the company indicated that the spinoff continued to be on track for the second half of the year

Michael A. Meltz – JP Morgan Chase & Co, Research Division

Terry or Jack, can you tell us on the spin– education spin, I mean it sounds like there’s no change to the timing. But can you talk about, kind of from here, when should we expect the Form 10 to be out? Or what are the major milestones ahead? And then I have one follow-up.

Jack F. Callahan

Yes, sure. Mike, we’ve already knocked a few of those off. We already have submitted — put our letter into the IRS for the tax ruling. That was completed in December. We are very much on pace with the filing of the Form 10. We’d probably target right now, I would say, the first few weeks of April in terms of moving that forward. So we’re progressing. I might actually — I think some of the bigger things for us to sort through are less the sort of regulatory or formulaic pieces of a spin. It’s more just the hard work we have ahead of us in terms of disassembling some of the plumbing that connects all the businesses and sorting out how we build stand-alone capability in each business. That’s probably the bigger pacing element ahead of us.

William G. Bird – Lazard Capital Markets LLC, Research Division

Two questions. I just wanted to clarify what your best estimate is now on spin timing. And then second, what’s a reasonable range to think about for 2012 buybacks?

Harold Whittlesey McGraw

Okay. In terms of the spin, as you know, as we talked about the Program Management Office and the 17 work streams, so much work has gone on and so much — I think we’re still focusing on the separation of the shared expenses and to be able to articulate very clear, effective and efficient cost structures for the 2 entities. Clearly, we’re talking 2012 and we’re going to do everything we can to accelerate this as best we can. As Jack was talking about, looking at early April for the Form 10. Once we get those notions completed, then it’s execution of the cost structure. So it will be in the second half of 2012. But every effort is being made to speed that along, but clearly in the second half of 2012.

We look forward to seeing and reporting on the Form 10 when it’s filed in April.  Unless, that is, the division is sold first.

Disclosure: The author holds no position in any stock mentioned

Post Holdings To Join S&P MidCap 400 Index

S&P announced that, as of the close of trading on February 6, Post Holdings(POST) will join its former parent, Ralcorp(RAH) in the S&P MidCap 400 Index. Post will replace Comstock Resources(CRK) which will be moving to the smallcap index. Post will be distributed to shareholders of Ralcorp at the close of trading on February 3.

Disclosure: The author holds no position in any stock mentioned

Forbes Plays Monday Morning QB And Looks At Five ‘Shortsighted’ Spins

M&A gets a lot of attention, but many have questioned whether or not it delivers the expected returns to shareholders. Often this is a result of paying too much. While the data on spinoffs is pretty favorable (we might be a bit biased here), the transaction can have some consequences. For example, if the parent company doesn’t retain a stake or strong business relationship with the spin, it gives up on the spinoff company’s diversification benefits and growth potential. Upon announcement, all of the analysts might be touting the plan and shares might be popping, but what about the longer term story or the proverbial ‘big picture’? In the long term there might be some remorse and some company’s wistfully wondering how a gem got away. This recent Forbes article highlights five of these cases and posits that the parent company might have been a bit too “shortsighted” in spinning off a division. The consequences ranges from lost growth to non-existence. Harsh. Here is the list (see the article for the descriptions and reasoning for inclusion):

  1. Circuit City/Carmax (KMX)
  2. Morgan Stanley (MS)/Discover Financial (DFS)
  3. Barnes & Noble (BKS)/Babbage (which became Gamestop(GME))
  4. Merck (MRK)/Medco
  5. McDonald’s (MCD)/Chipotle (CMG)

The article is a fun read as corporate folly always makes for good reading (and case studies…), but I think the article benefits a bit too much from 20/20 hindsight though. After all, isn’t it possible that the success of several of these spins might have had something to do with being freed from the parent? Focused management is one of the most common reasons cited for a spinoff. Would Chipotle have been able to do what it has done as a tiny piece of McDonalds? Who knows?

How do you feel about the list? Any other spins you think should be added?

Disclosure: Author holds no position in any stock mentioned

As Post Begins Trading When Issued,No Free Toy In This Cereal Box

Post Cereals(POST) began trading today on a when issued basis.  Currently, it’s settled in around $26.50 with a range of $22.75 to $27.50.  But what is it actually worth?

One share of Post stock will be distributed on February 3 to for every 2 shares owned of Ralcorp(RAH) as of January 30, so those who buy Ralcorp today are still getting the spin. The IRS has ruled that the distribution will be tax-free to shareholders.

The company will distribute approximately 27.6 million shares and keep up to 6.9 million shares for itself.  These 34.5 million shares represent a market cap of $914 million at $26.50 per share. Post will be quite leveraged, as Ralcorp is burdening it with $775 million in new bonds, and pulling $900 million in cash out of the business, which Ralcorp will use to retire its own debt and buy back stock.

Last week, Ralcorp released additional financial information and projections regarding Post. The company projects that in 2012, it will generate $205 million to $225 million of what the company calls “Adjusted EBITDA” we view this as a poor measure of the company’s health given the heavy debt load it will face.  In addition, this number does not include significant expenses associated with becoming a stand alone public company, and it assumes sales growth that may be unrealistic. We believe the company’s net income will be somewhere in the $20-$40 million range for the year, making it difficult to justify purchasing at the current price. If the company can actually increase share and approach the top end of our range, we might expect strong profit growth if the company can begin to pay down debt, but for now, we think this is to be avoided at the current price.  Ralcorp, with its improved balance sheet, may be a better choice, but we’ll leave that discussion for a future post.

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

 

Murphy Oil Considering Following Downstream Spin Trend

‘Everyone else is doing it’. Unfortunately, that line never worked for me as a child [it was always met with something like 'if everyone else was jumping off a bridge...' or 'well, you are part of this family'], but apparently it is the new motto for integrated energy companies. Many players in the space appear to be operating with the same playbook as the trend over the past couple of years has been to separate downstream operations from the entity. Murphy Oil (MUR) is the latest to ‘see the light’ as the company announced that it is exploring its options for its retail operations in order to unlock its potential and to focus more on E&P. According to CEO David Wood, the retail operations’ value “is unrealized within the current corporate structure.”

Within its Refining & Marketing (R&M) segment, Murphy operates high volume/low-cost retail gas stations in 23 states, predominantly in Wal-Mart(WMT) parking lots. It has over 1,100 convenience stores in the US. The segment also includes two ethanol production facilities and wholesale marketing and trading operations. R&M profits improved nicely over the past year, $190.3 million in ’11 vs. $130.6 million in ’10, mainly due to better retail marketing margins. A table detailing important relevant metrics can be found in its press release. It is worth remembering that the margins in Murphy’s R&M business are thin, which isn’t surprising given its high volume/low cost business model. Very little room for error.

The stock moved up nicely on the news (reversing an earlier fall due to a quarterly loss) and it is interesting that the market still doesn’t seem to give the necessary ‘credit’ to these companies. Given the prevalence of spins/separations, I would guess (and hope) that most integrated companies have at least considered this type of move by now. While it seems Murphy is late to the game, it has slowly been shedding downstream assets.The company recently completed the sale of its 2 US refineries, but it has been unable to unload those assets in the UK. According to Mr. Wood, all options – including a spinoff, IPO or sale – are still on the table, but he expects a decision regarding the separation to be taken to the board in the middle of the year. We will keep you updated as more information is released.

Disclosure: Author holds no position in any company mentioned.

Fortune Brands Stub Beam, Inc. Raises Dividend 8%

Beam, Inc.(BEAM), the former Fortune Brands after its spinoff of Fortune Brands Home & Security(FBHS) in October, has announced that it will raise its dividend 8%, from an annual rate of $0.76 to $0.82.

The company also declared the next quarterly dividend of 20.5 cents per share, which will be payable on March 1, 2012 to shareholders of record at the close of business February 8, 2012.

“Beam retained the entire Fortune Brands dividend, and we’re pleased to boost our payout and create immediate value for shareholders so soon after becoming a pure-play spirits company,” said Matt Shattock, president and chief executive officer of Beam. “This dividend increase reflects several inherent strengths in Beam, including our cash flow generation and balance sheet, our excellent prospects for profitable long-term growth, and our strong stewardship of capital focused on maximizing long-term shareholder value.”

Disclosure: The author holds no position in any stock mentioned

Sara Lee Takes Another Step Towards Spinning CoffeeCo

Nederlands: Senseo

We are entering the final months of the Sara Lee(SLE) conglomerate.  The empire, which once included

Nederlands: Senseo

Coach(COH) handbags and Hanes(HBI) underwear, is aiming spin off its Coffee & Tea business(CoffeeCo) in April or May, though no final date has been set.  As the date finally approaches(this was first announced a year ago), the company is taking steps to prepare(though it still hasn’t selected a name).

Earlier this month, the company sold its North American foodservice coffee & tea business to J M Smucker. Today, the company announced that it will purchase the 50% of the Senseo trademark that it does not own from Philips for $230 million. At the same time, Philips and Sara Lee entered into a 9 year agreement whereby Philips will continue to design, manufacture and sell Senseo systems.

It is interesting that the company is spending this much to acquire the trademark. Senseo will stop distributing its products in North America on March 31, 2012- a stunning reversal for a company that claimed leadership in 2005. The product continues to be in a stronger position in Europe, which will be the focus of CoffeeCo’s business.

Disclosure: Author is long shares in SLE

 

New CEO Says RIMM Has No Plans To Split Itself In Two

Image representing Research In Motion as depic...

Research In Motion(RIMM) has long been viewed as a company in freefall. Market share has been in decline, with

Image representing Research In Motion as depic...

Image via CrunchBase

both iPhone and Android showing impressive gains. Among others, RBC’s Mike Abramsky suggested last summer that the company would be more successful splitting into a hardware company and a network operations company.

The network part of the business could capture more traffic for its smart “push” messaging capability if it were able to serve multiple handsets, while the devices business, which has stumbled to move to new models, could perhaps better innovate and attract developers if the unit were not so tied to the old values of messaging and instead looked to “new consumer experiences.”

“RIM’s end-to-end solution was conceived when data devices and networks were nascent – but times have changed,” writes Abramsky.

“Standalone, The Blackberry Network can target a 6x larger, ~400M unit multi-device market (including Android/Windows phones/tablets) with affordable, efficient, cross-platform mobile push messaging, social networking, cloud and business data services (and software) – interconnected to 595 carriers – with significant barriers to entry.”

Abramsky notes the $5 billion annual business is increasing revenue 25% per annum.

Why split off handsets? The QNX software coming to RIM’s handsets next year is not enough, thinks Abramsky.

“QNX is not a panacea,” he writes. “the Smartphone sector has become intensely competitive and turbulent, and there is no magic bullet for turning around RIM’s handset business overnight. Although QNX appears strong, if QNX doesn’t work, or further mis-execution undermines RIM’s turnaround, then RIM will be left without a ‘plan B.’”

New CEO Thorsten Heins, who replaced longtime co-CEOs Jim Balsillie and Mike Lazaridis, said in a conference call this morning that the company had no plans to split.  It remains to be seen how long Heins will have to pursue his current strategy before the Board is forced to consider a plan such as this. By then, it may be too late.

Disclosure: Author holds no position in any stock mentioned

Local Paper Interviews Marc Baker, CEO of Orchard Supply Hardware

DSC28613, OSH Orchard Supply Hardware, Sunnyva...

The Mercury News interviewed Marc Baker, CEO of Orchard Supply Hardware(OSH), which was recently spun off

DSC28613, OSH Orchard Supply Hardware, Sunnyva...

from Sears Holdings(SHLD). There’s nothing really new here, but it’s always interesting to see how a CEO views and spins his company. Some highlights:

Q Where does Orchard fall in terms of the hardware store landscape?

A We think of ourselves as a big small box rather than a small big box. The distinction is we don’t carry all the (lumber, dry wall and other commodity building materials) found in big-box stores, but we are very deep in all the repair products.

Q Do you have a person you see as your typical customer?

A We see a lot of customers, whether they are young or middle-aged, they are looking for a part they need. They have a faucet that leaks. They have a hinge that doesn’t work. They are coming here seeking answers and products.

Q What area do like to open new stores in?

A We like higher-density areas with modest homes that need repair.

Q What is the average time a worker has been with the company?

A Well over 10 years. It’s very impressive. There is a culture at Orchard that goes back. It started here in San Jose and it’s the only home center, big hardware store, that exists like it does today. And it’s because of the people. A lot of the experience, we think, is the service you get in our store, where you can want that one little item and somebody knows what that one little item is.

Q What was it like coming to Orchard from Home Depot?

A It’s been 10 years since I left Home Depot, but I can tell you that the cultures are not that different. They are both companies that care about the success of the business and their relationships with the customers.

FIVE facts
ABOUT MARK BAKER
1. Flies a Cessna Caravan to visit Orchard stores.
2. Owns a Harley-Davidson Road King motorcycle.
3. Does his own home repair jobs, and has built three homes from the ground up.
4. Last book: “Steve Jobs.”
5. Last movie: “Mission Impossible.”

Disclosure: Author owns shares on OSH, OSHSP and SHLD

SunCoke Completely On Its Own At Long Last

SunCoke 011

It was way back in June 2010, when Sunoco(SUN) first announced its intention to spin SunCoke(SXC) into a

SunCoke 011

Image by John Beagle via Flickr

separate company. One year later, in July 2011,  the company conducted an IPO of SunCoke shares. This week the company completed the process on January 17 by distributing the 80.9% of SunCoke shares it owned to shareholders at a rate of 0.53046456 shares of SunCoke for each share of Sunoco owned as of January 5. From the press release:

“Today marks the completion of the planned separation of SunCoke Energy from Sunoco,” said Frederick A. “Fritz” Henderson, Chairman and Chief Executive Officer of SunCoke Energy, Inc. “As an independent, publicly-owned company, we believe SunCoke has increased flexibility to pursue domestic and international growth strategies, meet the needs of our steelmaking customers and create opportunities for our employees and shareholders. We thank Sunoco’s leadership team led by Lynn L. Elsenhans and the Sunoco Board of Directors for their support and for working to ensure that our company has a solid foundation from which to grow our business over the long-term.”

On January 6, SunCoke released preliminary production numbers for 2011, showing healthy volume increases:

  •          Fourth quarter 2011 U.S. coke production is estimated to be 1,015 thousand tons, up 11 percent from fourth quarter 2010
  • Our new Middletown, Ohio cokemaking facility, which began operations in October 2011, produced an estimated 68 thousand tons in the fourth quarter
  • Full year 2011 U.S. coke production is estimated to be 3,762 thousand tons, up 5 percent versus full year 2010
  • Fourth quarter 2011 financial results are tentatively planned to be released on February 2, 2012

SunCoke Energy, Inc. (NYSE: SXCNews) reported preliminary fourth quarter and full year 2011 U.S. coke production today. Total U.S. coke production is estimated to be 1,015 thousand tons in the fourth quarter 2011, an increase of 100 thousand tons versus the same period in 2010. The increase in the fourth quarter reflects the startup of our new Middletown, Ohio facility and improvement in our Indiana Harbor operations. Excluding Middletown operations, our domestic cokemaking operations continued to run in excess of 100% of capacity.

For the full year 2011, total U.S. coke production is estimated to be 3,762 thousand tons. The full year increase was driven by the Middletown startup and strong performance at our Granite City and Indiana Harbor operations.

Preliminary U.S. Coke Production
Fourth Quarter
Full Year
In thousands of tons
2011
*
2010
2011
*
2010
Jewell Coke 177 179 707 715
Other Domestic Coke 838 736 3,055 2,878
Total 1,015 915 3,762 3,593
*Estimated

The U.S. Energy Information Administration(EIA) has a website filled with regularly-updated data on coke and coal.   The data shows that that average open market sales price per ton of Coke rose 30.5% from 2010 to the first 9 months of 2011. SunCoke has previously stated that they believe the company’s EBITDA will increase by $100 to $130 million in 2012 over to 2011, to $250 million to $280 million, driven by higher prices, increased production, and greater efficiency. They project this will yield $1.30 to $1.65 in earnings per share. At yesterday’s close of $12.79, the stock appears to be fairly priced, but should perform well if coke prices continue to rise and the company is able to pay off some of the debt that that Sunoco left it as a legacy.

Disclosure: The author holds no position in any stock mentioned

 

Disclosure: The author holds no position in any stock mentioned,