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OCTOBER 2013
Spin-offS:
Roni Luo
octoBer 2013
octoBer 2013
fees are paid by the buyer to the target if the deal does not close, typically due to insufficient committed financing. Naturally, its the sellers who request the amount of the reverse termination fee, and they will push this amount up on the buyer if they think there is more risk that the transaction will not go through. The increase in these fees reflects heightened cautiousness toward M&A from business leaders. According to an interview with Gregg Lemaku, Head of Global M&A at Goldman Sachs, the M&A environment of the past 3 to 4 years has been characterized by take-private transactions from financial sponsors and divestitures from companies looking to focus more on core competencies. There have been fewer large strategic transactions. However, this trend is gradually reversing, as companies have demonstrated renewed receptivity to strategic deals. In 2012, strategic add-on transactions accounted for the majority of US M&A deals, driven by the energy sector, where companies sought to increase geographic scale and reduce costs. Corporate boards still seem to be unreceptive to transformative deals. Are rising interest rates a credible catalyst to M&A activity? A comparison of M&A activity before and after Bernankes tapering comments shows an increase in both the number and average value of deals announced. The rate of increase during these periods is greater than the historical increase in deal growth. From this data, it seems that the threat of paying higher rates on deal financing might serve as a credible catalyst for getting deals done. The increases in M&A activity in the periods shown had significant fundamental drivers. The period from 1981 to 1988 saw the breakup of huge underperforming corporate conglomerates that had formed in the mid-1960s to early 1970s. This decade also saw the popularization of LBOs and increased use of junk bonds to finance transactions. Both developments created sizable deal flow during this era. There was also a wave of activity from 1992 to 2000, driven by sector focused activity arising from deregulation of banks and rapid technological innovation. Consequently, this was a period of many large strategic mergers. 2003-2007 saw more cross border and horizontal mergers. Transactions during this period were driven more so by the appeal of low interest rates within an economic bubble. Thus, in all periods where M&A increased in line with rising interest rates, there were other, more substantial fundamental drivers. Perhaps instead, the threat of rising interest rates only serves as a credible catalyst under certain circumstances. Logically, higher valued deals and transactions with buyers with high existing debt ratios would be more sensitive to interest rate fluctuations.
Wharton underGraduate finance cLuB Spin-offs, story continued from front page
shares as soon as possible, regardless of whether you believe them to be a good investment. With many asset managers acting similarly, its easy to see how the supply generated by fund restrictions can contribute to a dip in price for spin-offs in their initial days of trading. On the demand side, buyers are more cautious due to the greater uncertainty involved in investing in spin-offs, and analysts dont tend to focus on spin-offs immediately much more attention is paid to the larger parent companies. Benefits of investing in spin-offs Apart from the obvious reason of higher long-run average returns, there are several benefits to considering spin-offs as potential investments. Spin-offs, which are typically in a single line of business, are much simpler to analyze and value than complex businesses. In fact, simpler businesses tend to trade at higher P/E ratios than complex businesses. The implied downside of this, of course, is that simpler businesses are less frequently undervalued. Spin-offs also tend to be smaller firms, which are typically valued at higher earnings ratios than giant conglomerates due to the greater growth potential of smaller firms. Risks of investing in spin-offs Spinoffs are not an exception to the investment rule that
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higher returns imply greater risk. Spin-offs are, on average, much more volatile than the market indexes that they outperform. In 2008, the Guggenheim Spin-Off ETF plunged 55.2%, 17% worse than the S&P 500. The standard deviation of returns for 12month-old spin-offs is 82%, according to the Credit Suisse study mentioned above. For highly risk-averse investors, building a portfolio of spinoffs may not be a good idea. However, I urge those with more risk tolerance to consider investing in spin-offs in the higher-yield portion of your portfolios. How to invest in spin-offs Good places to begin your search are www.stockspinoffs.com and www.spinoffresearch.com, where you can find updated spinoff announcements across industries. The next step is to analyze and value the spin-offs of your choice. Given that spin-offs were previously only divisions of a larger parent company, you might be wondering how to obtain financial results for a spin-off. More data is available than you may expect. Financial results for spin-offs are often provided as part of SEC spin-off filings on a pro forma basis, which shows the hypothetical results of the spin-off had it been a standalone company immediately prior to being divested. Even if you are confident in your valuation of the spin-off, it is wise to observe the stock for a bit and wait for signs of confirmation from the market before purchasing.
Shruti Shah
Senior Managing Editor
[creditS]
Jenny Qian
Managing Editor
charles Bagley, JeonKang, Karan parekh, matt evans, Kevin Lai, roni Luo &ryan chen
Financial Analysts