What Is a Spinout?
A spinout is a type of corporate realignment involving the separation of a division to form a new independent corporation. The spinout company takes with it the operations of the segment and associated assets and liabilities.
The parent company is required by the Securities and Exchange Commission (SEC) to detail the spin out in Form 10-12B, which contains a substantial information letter or narrative that outlines the rationale for the spinout, strengths, and weaknesses of the new company, and the outlook of its industry. A spinout, which is typically tax-free to shareholders, can take up to six months to complete.
- A spinout is a type of corporate realignment involving the separation of a division to form a new independent corporation.
- The spinout company takes with it the operations of the segment and associated assets and liabilities.
- A spinout allows the division to be spun off to raise its own capital through issuing stock and operate its own business strategy.
Understanding Spin Outs
Spinouts can occur for a variety of reasons. The parent company might want to unlock the value of the embedded division, which might be growing at a different pace than the overall company. Usually, a trapped or constrained segment that's growing faster than its parent would be better off as an independent company.
A spinout allows the division being spun off to raise its own capital through issuing equity shares in the new company or debt in the form of bonds to fund the company's growth. The financing for raising capital might not be possible with the combined entity, but by separating out the profitable division, the spun-off division has a greater chance of attracting investors and banks.
Spinouts can also help the parent company by allowing it to focus on its core operations without the diversion of resources to a segment that could have different needs in various aspects including operations management, marketing, finance, and human resources.
Also, the division being spun out could have been established to create an ancillary service such as software or some needed technology. While profitable, the technology division might not fit in with the industry of the parent company. As a result, it might be better to split them since the business plans and strategies of the parent company and the division might not align with each other.
Although spinouts are typically a positive sign for a company, investors might not like what remains at the parent company after the spinout and sell its stock.
A spinout could also occur if the division is not as profitable as the parent company. By creating a separate company, it removes the distraction of the struggling division. Also, a spinout could allow the management to sell off assets or look for a merger or buyout of the new company.
Parent companies often provide support for their spinouts by retaining equity in them or signing contractual relationships for the supply of products or services. In many cases, the management team of the spun-out firm is drawn from the parent company as well.
Some Drawbacks of a Spinout
Investors are generally in favor of a spinout, as it makes business sense for a segment that has different needs and growth prospects to go it alone. The sum of the separated parts is usually greater than the whole for investors, as valuations over time have demonstrated.
However, the spinout process can be costly in terms of management time and distraction for a number of months. Management's focus may shift from running the company to executing the spin out. Also, there can be significant transaction expenses to plan and complete a spinout.
Of course, there's no guarantee the spun-out division will be profitable by itself. A spun-out company could incur losses or poor earnings without the help of the parent. Conversely, removing a profitable division through spinning out, might leave the parent company with less revenue and vulnerable to poor financial performance.
Examples of Spin Outs
Spin outs are common, and investors have good reason to push for them. There are many notable spinouts including Mead Johnson Nutrition, which was spun out of Bristol Myers Squibb in 2009, Zoetis was spun out of Pfizer in 2013, and Ferrari was spun out of Fiat Chrysler in 2016.
Chipotle Mexican Grill
Chipotle Mexican Grill was spun out of McDonald's in 2006, and McDonald's reasons were "to push growth and devote more energy to its key businesses" as reported by the Denver Post. Chipotle's stock was offered at its initial public offering at $22 whereby 6 million shares were sold in 2006. As of the close of trading on July 9, 2021, Chipotle's stock was trading at $1,592.25 per share.
Delphi Technologies PLC
Delphi Automotive PLC spun out Delphi Technologies PLC, which became a $4.5 billion entity on December 5, 2017. The new company offers advanced propulsion systems, which according to the CEO, "the convergence of automated driving, increased electrification, and connected infotainment, all enabled by exponential increases in computing power and smart vehicle architecture."
Delphi Automotive became Aptiv PLC retained the powertrain business, the larger but slower-growing business. The spun out, Delphi Technologies PLC is in charge of its own destiny.
A Failed Spin Out: Old Navy
Clothing retailer Gap Inc. (GAP) announced in early 2019 that the company intended to spin out the division of Old Navy as reported by CNN. Old Navy will be an independent company. The Gap stores, including other brands such as Banana Republic, Hill City, and Athleta, will be one company.
In 2018, Old Navy generated nearly as much revenue as all the other brands combined with its $8 billion in sales versus $9 billion in revenue from the Gap and the remaining stores. As a result of the possible spinout, Old Navy would have been freed up to grow its brand under its own business plan and strategy. The Gap and the remaining stores would consolidate since their sales have struggled to grow over the last few years.
This spin out, however, never came to pass. In 2020, Gap called off its plans and decided to retain Old Navy, as the viability of the company's standalone prospects diminished amidst low-cost competition from big-box retailers selling apparel such as Walmart, Costco, and Target. After making that announcement, Gap shares spiked higher.