Introduction
While I-banking is traditionally regarded as a cyclical business - in tandem with the economy, I-bankers have long understood the wisdom of selling ice cream during sunny days (grow by acquiring) and selling umbrellas during rainy days (restructuring)
Restructuring: Motive for Exit
1. Sell to focus - No definitive answer on the age-old debate of focus versus diversify
2. Sell to diversify - Moving away from the core business
3. Sell to get cash $ - a financing strategy
4. Sell to correct earlier mistakes - the corporate equivalent of divorce
5. Sell to correct market valuation of assets - Avoid conglomerate discount
6. Sell to optimise capital structure
7. Sell to defend - Sell off crown jewel to avoid hostile acquirers
8. Sell underperfoming businesses
Restructuring: Timing
1. Sell when the demand for the business to be divested is highest
2. Sell when the economy is booming (high stock prices and low interest rates)
3. Sell in the year when a cyclical firm reaches peak year earnings (valuation issue)
Restructuring: Methods
1. Sale of minority interest (usually a private transaction)
The sale of a block ogf shares to another firm gains the seller fresh capital and attracts a committed partner who might be induced to contribute know-how or other resources. Note that this might affect the balance of voting power anc could be a prelude to a takeover.
2. Divestiture or Asset Sale
Sale of a portion of the firm to an outside party generally resulting in a cash infusion to the parent. It could potentially take the form of a management buyout (MBO) or a leveraged buyout (LBO).
3. Carve-out
A carve-out organises the business unit as a separate entity and sells to the public an interest in the equity of the firm through an initial public offering (IPO).
4. Spin-off
New legal entity is created and new shares are issued, but they are distributed to stockholders on a pro-rata basis such that the stockholder base in the new company is the same as the old company - the same shareholder group owns both companies. Subsidiary becomes a publicly traded company and there is no cash infusion to the parent.
5. Split-off
Split-ups involve creating a new class of stock for each operating unit, spinning the stock to the parent’s shareholders, and dissolving the remaining corporate shell. This resultings in a stand-alone firm, no longer a subsidiary of the parent, owned initially by a subgroup of the former parent's shareholders.
Food for Thought
1) The method of restructuring depends on the relationship of the subsidiary to the core business of the parent and the need for control (strategic reasons).
2) Divestitures make up 35-40% of all M&A transactions.
3) The upcoming public sector divestment of the 3 gencos offers a glimpse into divestiture by auction rather than negoitated sale as a method of sale. More about auctions in a later post.