No Vacation Club At Marriott International

After a busy Halloween, it is time to look ahead to the next spinoff opportunities.  Luckily we won’t have to wait long as Marriott International’s (MAR) board of directors recently approved the spinoff of its vacation club, Marriott Vacations

Marriott International

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Worldwide. The distribution is expected to take place on November 21st (to shareholders as of Nov 10th) and shareholders will receive 1 share of VAC for every 10 shares of MAR owned. For some background on the planned move, please see our earlier piece on Marriott here and a copy of the Form 10 is available here.

As a very brief recap, Marriott plans on separating its timeshare business, which has somehow been rebranded into the ‘Vacation Ownership’ business, into a standalone company. I guess people would rather own a vacation than a timeshare? The new company has 64 resorts throughout the world and ~400K ‘owners’ as of 12/31/10. The new company will pay licensing fees of ~$50m/year to Marriott International for using the name (and the Ritz-Carlton name). The Form 10 lists five reasons for pursuing the spinoff, namely:

  1. Enhanced strategic and management focus for each company
  2. More efficient capital allocation, direct access to capital and expanded growth opportunities for each company
  3. The ability to implement a tailored approach to recruiting and retaining employees at each company
  4. Improved investor understanding of the business strategy and operating results of each company
  5. Investor choice.

In other words – the usual stuff (now that would make for a fun SEC filing). The final slides of this presentation by COO Arne Sorenson offer a little insight as well into the spinoff.

The timeshare business has historically been volatile and can struggle during periods of economic malaise. As JW Marriott and Arne Sorenson, the company’s Chairman, CEO and COO, put it in their Annual Report’s Executive Letter, “timeshare demand correlates highly with consumer confidence.” So…’perfect’ timing based on this past month’s consumer confidence numbers. For additional analysis on the transaction, check out Long Term Value’s take here.

Disclosure: Author holds no position in any stock mentioned.

 

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ArcelorMittal Setting Stainless Steel Free

LONDON, ENGLAND - NOVEMBER 04:  Lakshmi Mittal...
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ArcelorMittal’s (MT) board confirmed its plan to spin-off the company’s stainless steel division in the hope of ‘maximizing shareholder value’ and capturing the division’s growth potential. The new company, which will be called APERAM, will be listed on several international exchanges (including Euronext Paris and Amsterdam), but will only trade OTC in the US in the form of NY Registry Shares. The spin is expected to be completed during Q1 2011 and MT shareholders will receive one APERAM share for every twenty MT shares owned.

Despite employing over 11,000 people, the stainless steel division is only a small piece of the world’s largest steel maker’s operations. According to the prospectus (a summary of which can be found here), APERAM has a production capacity of 2.5 mm tons, which is concentrated in six production facilities located in Brazil, Belgium and France. The company has been managing its business according to three operating segments (Stainless & Electrical Steel, Services & Solutions and Alloys & Specialties) since April 2010. It sells most of its products to customers in the following industries: domestic appliances and household equipment, automotive, construction, and general industry. Several of those industries have been amongst the hardest hit hard by the global slowdown so it is no surprise that the division has suffered as well.  Here is a look at the stainless steel segment’s recent operating history:

(Data in Millions)1 2006 2007 2008 2009 9 Months – 2010
Revenues 3,261.0 9,349.0 8,341.0 4,234.0 4,180.0
Operating Profit 353.0 876.0 383.0 (172.0) 219.0
Assets 4,949.0 5,564.0 7,447.0 3,772.0 -
Depreciation 99.0 275.0 323.0 315.0 224.0
CapEx (61.0) (263.0) (262.0) (127.0) (75.0)
Appx Tons Shipped (mm) 0.9 1.9 2.0 1.4
1: 2006 results begin from August 1

The past few years have been challenging for the business which witnessed sharp declines in shipments, revenues and profits. Additionally, the company appears to be operating at low utilization rates. While results are improving this year (even in their margins), the company believes that there is a tremendous amount of competition and overcapacity in the stainless steel market (especially in Europe). As a result, many believe that the industry would benefit from consolidation, an easier endeavor with MT’s stainless division operating as a standalone company. Looking ahead, the long-term trends are still positive for the industry according to the company, which expects stainless steel demand to grow at a healthy 8%/year.

Following the spinoff, the parent will be hit with a non-cash impairment charge of approximately $ 800 million and the stainless steel business will have approximately $1bn of net financial debt comprised of a combination of existing ArcelorMittal debt transferring with the stainless steel business and new debt raised by this business. While there will likely be profitable opportunities for investors, the potential gain from ‘forced selling’ might be more muted in this case as a result of the company’s location (owners are mainly global or international focused funds with small positions). Much of the upside will be tied to a global recovery and increased demand for stainless steel along with management’s ability to operate the company efficiently on its own. A list of the risks (of which there are many) can be found in the prospectus. Shareholders will vote on the spinoff on January 25, 2011 although there probably won’t be much fanfare at the meeting considering Lakshmi Mittal’s control over the company. We will keep you updated in the meantime.

Disclosure: Author holds no position in any stock mentioned.

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IDT Releasing The Genie From The Bottle

A corporate conglomerate is truly a wonderful thing. Growth through acquisitions often leaves these companies quite bloated and operating in unexpected areas though. Sometimes this is done on purpose in order to diversify exposure by investing in unrelated areas. These ancillary businesses surrounding the ‘core’ can be quite surprising and make you go ‘Really?’ – and often they would benefit from a more dedicated management team or one more in tune with their industry. This seems to be the case with the IDT Corporation’s (IDT) plans to spin off its Genie Energy division. Yes, apparently IDT, better known for its telecommunications businesses, is also heavily exposed to energy.

The spinoff will include:

  • IDT Energy, an energy services company operating in New York, New Jersey and Pennsylvania;
  • American Shale Oil Corporation (AMSO), which holds IDT’s interest in the a joint oil shale venture with Total, SA operating in Western Colorado;
  • Israel Energy Initiatives (IEI), which holds a majority interest in an oil shale venture in Israel, and;
  • Certain related smaller initiatives, and the cash resources necessary to execute on those projects.

Upon further reflection though, the company is run by the author of On a Roll: Or How a Kid from the Bronx Started with Hot Dogs and Wound Up Making a Fortune (CEO Howard Jonas) – if he can do hot dogs, why not energy? Not surprisingly, the reason mentioned by Mr. Jonas was that a spinoff allows “both Genie and IDT Telecom to focus on their respective growth strategies and more effectively meet their long term capital requirements while providing investors with industry focused investment vehicles.” With two very different businesses, this makes sense. Along those lines, Genie is already focusing on improving its leadership when on November 15th, they announced that Lord Jacob Rothschild and Rupert Murdoch (CEO of News Corp) had purchased equity stakes in Genie Energy. This is in addition to an already stacked strategic advisory board including Dick Cheney (yes, that Dick Cheney), Michael Steinhardt and Eugene Renna (former COO of Mobil). The presence of such high profile names should lend credibility to the business and help by adding their expertise and personal network to the company.

The company is still in the process of a long restructuring period and the company recently announced its first annual profit in years (literally) along with continued EBITDA growth – helped by cuts in SG&A. That said, the company is still witnessing declining revenues across the board YOY in every one of their business segments.

The end result will be two very different businesses which should appeal to different types of investors, suggesting there might well be some technical selling. However, the share structure of IDT is a bit bizarre, with multiple classes (A,B & C – though they are pursuing a share swap which might eliminate one class). Mr. Jonas controls a massive amount of Class A shares (I believe 70+% of the company) and is in firm control of the company.  Not exactly great corporate governance and there are questions as to whether or not the company will delist from the NYSE. There are some mutual funds listed in the Top 10 holders which might sell, but the list also includes several hedge funds (Renaissance) which might not.

It is still early in the process and a more thorough understanding of the businesses (& financials), leadership and ownership (especially share structure) is required. We will update as more news is released.

Enhanced by ZemantaDisclosure: Author has no position in any company mentioned.

New Plans for Pride & Seahawk

Title: Offshore Description: Offshore platform...
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Despite the optimism of spinoff investors, not every spin is a success story…at least when measured by stock price appreciation. In late August of 2009, offshore rig contractor Pride International (PDE) spun off its shallow water operations into the newly formed Seahawk Drilling (HAWK). The great ticker could not overcome the poor industry fundamentals and the stock has dropped over 60% since the date of record.

According to their website, Seahawk operates an offshore drilling business that provides contract drilling services to the oil and natural gas exploration and production industry in the Gulf of Mexico. They are actually the second largest offshore drilling contractor in the Gulf (Hercules Offshore is #1) with little to no international exposure. Not surprisingly, the business has struggled as result of the well-publicized oil spills and the accompanying rule changes. The Interior Department placed a moratorium on offshore drilling and although Seahawk was technically exempt (they drill at less than 500 ft) they suffered nonetheless. The company claims that regulators have slowed down the permit approval process, forcing them to idle many of their rigs and burn cash. Additionally, with new rules in place (and coming), the process of getting new permits approved has become even more difficult. As of their last reporting date, only six of the company’s 20 rigs were actively leased which means inactive rigs are costing them a lot of money every single day. As a result, the company laid off or furloughed around 300 employees or approximately 35% of its workforce. Stubbornly low natural gas prices and a perpetually weak economy have not helped either.

While their rigs may not be working, management isn’t content sitting still and in a bid to unlock shareholder value, the board of directors recently announced that it is both considering and willing to pursue strategic options including a sale or a merger.  While the company’s “core strategy is sound” according to President and CEO Randall Stilley, there is also a “difference between Seahawk’s internal valuation of its assets and equity value and the current market value of Seahawk as indicated by our stock price.” Short and long term liquidity needs were also mentioned as potential drivers which isn’t surprising considering the amount of cash spent on idle rigs. Mr. Stilley has since indicated that most of their suitors are financial investors and not competitors. While the stock has picked up a bit since the announcement (well, so has the entire market), I cannot imagine a worse time to unload the company. The company’s relatively small size (market cap of just $120m) and discount to book value (P/B of 0.28) could make it an attractive pickup, especially for investors with a more longer term horizon. The liquidity situation could be dire though and we should get a better picture when the company reports Q3 earnings on November 9th.

In an odd coincidence, Pride International ALSO announced that they are considering strategic options including a sale or a merger on the same day.  Pride’s largest segment is their deep-water drilling which has suffered as a result of the drilling moratorium and declining day rates. Additionally, a piece of income was not recognized ($30m) due to a dispute with a client. Here is a look at their Q3 earnings announcement. The company does have a significant amount of international exposure including places such as Brazil and its fleet is relatively new, which would be a positive if new regulations arise. Adding weight to the speculation is the flurry of activity on the corporate side by the company including asset sales and the aforementioned spinoff of Seahawk. The WSJ mentioned Norway’s Seadrill (SDRL) – which owns 10% of the company – and Ensco (ESV) as potential acquirers. Many analysts also believe the industry is rife for deals as smaller players will be unable to compete in a more regulated marketplace.

Despite the seemingly non-stop bad news, there are things to like about the offshore drilling industry including rising commodity prices and a steady supply of offshore finds. Although this spinoff is over a year old, it is still a situation that bears watching.

Disclosure: Author currently holds no position in any stock mentioned

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Updates on General Growth and Howard Hughes

The GGP drama is finally nearing its end and time is running out to jump aboard the Howard Hughes Corporation prior to its spinoff from General Growth Properties (GGP). With GGP’s emergence from bankruptcy around the corner, the company announced November 1st as the date for distribution of shares of the two separate publicly traded corporations. According to the plan, shareholders will receive .0983 of a share of Howard Hughes for every share of the ‘old’ GGP they own. The company also filled out its management team, by naming Sandeep Mathrani, formerly President of the retail division at Vornado Trust,  as its new CEO.

On the spinoff side, Howard Hughes  has filed for an IPO. The company will offer 22.3 million shares for sale and warrants for the purchase of up to 8 million shares leaving the total shares outstanding at 37.7 million (not including the warrants).  Apparently, Blackstone Real Estate Partners VI LP and other investors have agreed to buy shares at $47.62 – perhaps establishing a share price benchmark. The company will trade under the ticker ‘HHC’.

Disclosure: Author currently owns no shares in any stock mentioned

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EBay’s Reserve Not Met- PayPal Staying Put

Image representing eBay as depicted in CrunchBase
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Ever since eBay (EBAY) unloaded its stake in Skype last year, there has been fierce speculation that they would do the same with PayPal, the popular online transaction company. Here is a piece in the New York Times from earlier this year making the case that a spinoff is needed in order for PayPal to reach its full potential. Others believe that eBay is simply undervalued on a ‘sum of the parts’ basis. The response has always been the same from eBay’s CEO John Donahoe – maybe, when the time is right, but not now.

In case you don’t remember, eBay acquired PayPal in 2002 for roughly $1.5 billion and since then has become eBay’s main growth driver and a significant piece of its revenues. The payment business has become even more important as eBay attempts to ‘revamp’ its marketplace business which many believe is in a more ‘mature’ (ie slower growth) stage. In fact, just last year PayPal accounted for 32% of eBay’s $8.7b of revenue. Despite those facts, PayPal still controls less than 10% of the estimated $600 billion online transaction market and as a result, many feel its value is not fully reflected in eBay’s shares.

Alas, the spinoff hopes were crushed again this week by PayPal President Scott Thompson, who said “there are absolutely no plans [for a spinoff]…and we are happy to be a part of eBay…” He even mentioned something about ‘synergies’.

Oh well. Maybe, one day, this will be of more interest to us here, but for now it is just another rumor put to rest.

Disclosure: Author holds no position in any stock mentioned

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The Mysterious Allure Of Howard Hughes

General Growth Properties
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Amidst the turmoil of 2009, my alma mater hosted a small gathering for its alumni working on Wall Street. Typically, these events involve a fair amount of drinking, active networking, soliciting of donations and the inevitable token ‘brief’ remarks from someone in the industry. That evening’s guest of honor was none other than Bill Ackman, head of activist hedge fund Pershing Square, who was fresh off of a licking from Target’s (TGT) shareholders. Having met Mr. Ackman previously, I was rather excited to hear from him as he is always both entertaining and insightful. Instead of running through some prepared remarks, he opened the floor to questions and promised a reply to everything he could ‘legally answer’. The crowd was happy to oblige and we peppered him with questions ranging from his background, experiences with Target and his overall thoughts on the economy. Finally, someone fired off the question that was in the forefront of everyone’s mind – ‘so, what are you looking at now?’

There was a brief pause, but his answer of course was General Growth Properties (GGP), also known as the REIT which filed the largest real estate bankruptcy that April. As he laid out his investment thesis about why this was no ordinary bankruptcy, I quickly checked the ticker on my phone – the stock was trading at around a dollar. Fast forward a year and a half which included a raucous bidding war between Simon Property Group and Brookfield/Fairholme/Pershing and GGP is ready to emerge from bankruptcy while sitting at over $17 per share. Not bad.

Adding to the intrigue is the company’s plan to spin out some of its properties into another company when it emerges from bankruptcy (expected Nov 8th).  The spinoff will be called the Howard Hughes Corporation, named after the renowned recluse with ties to one of its properties. According to the 2009 Annual Report Letter from the CEO (worth reading) the plan is for the parent to own “largely stable, income-producing shopping mall properties and other assets” while the other company “will own a diverse portfolio of assets with less near-term cash flow but attractive longer-term growth prospects.” As a result of its different strategy, the new company will not be structured as a REIT.

With General Growth retaining ownership of roughly 180 malls (#2 in the country), which properties will end up in the Howard Hughes Corp portfolio? Included in their holdings is a 22,500 acre master-planned community in Las Vegas, New York City’s South Street Seaport shopping center and other mall developments in locales such as Charlotte, Houston and Virginia. The turnaround of these sites will be tied to the overall recovery of the real estate sector so investors will definitely require some patience and the stomach for some serious speculative activity.

The Brookfield/Fairholme/Pershing group has pledged $250 million to Howard Hughes Corp and at least in the beginning, Brookfield will be responsible for management of the properties. Also raising eyebrows was the announcement that Mr. Ackman was named chairman of the spinoff – clearly he (and his hedge funds) will be invested in its performance. I expect piggybacking investors to follow him (and Fairholme) along for the ride. The CEO position is expected to be filled after the company is spun off, although it is currently occupied by David Arthur, Brookfield’s managing partner of North American real estate investments.

The plan to emerge from bankruptcy was approved today by US bankruptcy judge Allan Gropper. The company restructured close to $15 billion in debt and secured $6.8 billion in capital from sources such as Brookfield, Pershing, Fairholme, Blackstone and the Teacher Retirement System of Texas. As a result, all creditors are expected to be repaid in full and even existing shareholders have benefited from the recovery.

Due to the bankruptcy and involvement of several high profile names, this spinoff is attracting a lot of attention. Perhaps it deserves it though and the situation smacks of some of the examples brought down by Joel Greenblatt in his book on the subject. With some hard work spent digging through the legal documents one might find attractive investments in both the parent (much stronger balance sheet) and in the assets they dump into the spinoff (probably more longer term investments). Today’s WSJ seems to think so and suggests that at current prices, one would be acquiring the assets of Howard Hughes for next to nothing (they used cap rate valuation method based on several estimates).

As is often the case with spinoffs, there is still time to conduct due diligence and we will keep you updated on the matter.

Disclaimer: Author currently holds no position in any stock mentioned

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Parametric Sound Corporation Ticker- PAMT

As Ted pointed out in the last comment thread, Parametric Sound Corporation finally announced a ticker last week. The stock will trade on the OTCBB as PAMT. So far the stock has fallen from a high of $.50 to $.30 on low volume, but not much here until the company can start showing some revenues.Meanwhile, former parent LRAD corporation continues to move up, after reporting that revenues would be up significantly for fiscal 2010.

Disclosure: The author owns no stock mentioned in this post

Parametric Sound MIA, LRAD Surges On New Order Post Spinoff

Parametric Sound, which was spun off by LRAD earlier this week, still has no ticker on any market as far as we can tell. LRAD, on the other hand, is up over 50% today on news that it had received a huge order from a foreign government. THe order will deliver $12.1 million in revenue in the first half of 2011 to a company that only had $12 million in revenue in the first 9 months of 2010.

Is this related to the spinoff, the product of increased focus? No, most probably not. But it looks like this was one spinoff that would have been worth buying.

Disclosure: Author has no position in any stock mentioned.

Sunoco Plans Farewell For SunCoke

Sunoco
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In my last post I took a look at the ‘rumor mill’, but sometimes you just don’t seem them coming (even if they make sense). In mid-June this year, Sunoco Inc (SUN) announced its plans to spin-off SunCoke Energy in the first half of 2011.  Sunoco is principally a petroleum refiner and marketer and chemicals manufacturer, but also has logistics and coke making businesses. According to the company, the plan is to create a “leading, high-quality metallurgical coke manufacturer with operations in the U.S. and abroad, and a streamlined fuels business focused on Refining, Supply, Logistics and Retail Marketing that is better positioned to become the premier provider of transportation fuels in its markets.”

SunCoke makes high-quality metallurgical-grade coke for major steel manufacturers in the United States and Brazil using its proprietary technology (as an FYI – coke is a principal raw material in steel making). The company has facilities in the U.S. (located in Virginia, Indiana, Ohio and Illinois) and operates/owns an equity stake in a Brazilian facility. Currently, in the US the company has the capacity to manufacture approximately 3.67 million tons, with an additional 1.7 million tons of metallurgical coke annually from their Brazilian operations (that is over 5 million tons total for those who can’t add). The company also makes use of co-generation facilities (combined heat & power systems) which recycle waste heat into energy which then can be sold (or be used to reduce operating costs). The company boasts some of the largest steel makers in the world as customers such as AK Steel, US Steel and ArcelorMittal.

The reason for the split is simple according to Lynn Elsenhans, chairman and CEO of Sunoco, who said that:

“The fuels and coke units are distinct businesses with different business models, different sets of customers and no significant integration or synergies…We believe that, through a separation from Sunoco and with a management team solely focused on pursuing opportunities, SunCoke Energy will be better positioned to serve its customers who are the world’s leading steel manufacturers. The separation will also provide SunCoke Energy independent access to capital markets to finance its growth and enhance its scale to take advantage of domestic and international growth opportunities.”

Nothing too insightful from Ms. Elsenhans aside from the usual explanations. She may have a point about the company’s potential though. Here is a look at the recent financial performance of Sunoco’s Coke segment pulled out from the parent’s financial statements:

Sunoco Inc – Coke Segment Statistics
($ in mm) 2004 2005 2006 2007 2008 2009 Q1 2010 Q2 2010
Revenue $272 $420 $485 $516 $838 $1,124 $329 $350
EBT 58 69 52 14 135 193 51 56
Tax Expense 18 21 2 (15) 30 13
EAT - - - $29 $105 $180 $37 $41
Assets $374 $417 $483 $706 $1,039 $1,284
EBITDA $34 $160 $226
D&A $13 $16 $18 $20 $25 $33
CapEx ($135) ($32) ($14) ($182) ($312) ($229)
EBITDA Margin 6.6% 19.1% 20.1%
Net Margin 5.6% 12.5% 16.0% 11.2% 11.7%

Performance appears to be improving despite the difficult economy. Looking ahead though, results could end up being volatile depending on coal prices and global demand for steel. The company expects these positive trends to continue though and were rather bullish on the company’s operations during a presentation at a June 16th Analyst Day. Here is a slide from that presentation with some projections (it is worth taking a look at the entire presentation):

SunCoke Proforma
Year: 2012**
EBITDA, $MM 315-355
Less: Depreciation 55
Less: Income Tax 101-116
Plus: Tax Credits 16
Net Income 175-200

Here is a look at the company’s production totals for the past few years…

Production (Thousands of Tons): 2007 2008 2009
Coke:
United States 2,469 2,626 2,868
Brazil 1,091 1,581 1,266
Metallurgical Coal 1,220 1,179 1,134
Proven and Probable Metallurgical Coal Reserves
at December 31 (Millions of Tons) 101 100 99

It appears as if there is still some excess capacity available in its current operations for growth. Additionally, the company is currently building a plant in Middletown, Ohio, that is slated to produce 550,000 tons of coke and 46 megawatts of electricity when fully operational in the second half of 2011. This is probably one of the reasons behind the enhanced results expected for 2012, so it will be imperative to monitor any delays or issues on that front. They also recently announced plans to increase production from its metallurgical coal mines from approximately 1.25 million tons annually to approximately 1.75 million tons annually. Expansion will ultimately drive growth and there is a lot of potential outside of the US.

Recently, Sunoco announced that Fritz Henderson will become Chairman and CEO of SunCoke Energy post-spinoff. It was an interesting choice considering the fact that Mr. Henderson’s background is mainly in the automotive sector. Fritz was at GM for over 25 years before becoming CEO at the beleaguered car company for a brief 9 month stint in 2009. His tenure was cut short though as many believed he was incapable of bringing about its turnaround fast enough. That is not exactly an encouraging sign, considering the people at GM probably know him better than anyone else. Good leadership is always critical to a company’s success, but it is especially important for a new company breaking out on its own.

At this stage, both the parent and spinoff look potentially interesting, but there are still many unanswered questions. We will continue to monitor the situation and provide updates when more information is available.

Disclosure: Author holds no positions in any of the stocks mentioned

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