On September 19, 2011, Tyco International (NYSE: TYC) announced its Board of Directors approved a plan to separate into three publicly traded companies: (1) ADT North American Residential, which designs, installs and maintains home security systems, (2) Flow Control, a global manufacturer of engineered valves and controls for various end markets, including energy and water (3) Commercial Fire and Security, which manufactures commercial fire and retail security systems. The spin-off will be conducted via a tax-free distribution of ADT and flow control to shareholders, which is expected to be completed in 2012. Capital and liability allocations are yet to be finalized. The spin-off will require SEC approval, an affirmative IRS ruling and is subject to TYC shareholder vote. TYC CEO Ed Breen will become non-executive chairman of the commercial fire and security business, a director of the flow company and a consultant to the ADT business. It is expected that all three entities will initially pay a dividend, which in sum is equal to TYC’s current $1.00 annual payment. TYC was highlighted in The Spin-Off Report Radar Screen earlier this year.
Tyco has been down this road before. In July 2007, Tyco split off its medical device and supply business into Covidien Ltd. (NYSE: COV) and its electronic components operations into Tyco Electronics (NYSE: TEL), leaving behind TYC with all the remaining segments, including the flow control, fire protection, and security businesses. Following this spin-off, margins suffered across the three businesses on costs duplications. Last year TYC announced plans to spin off its electrical and metal products operations, and it filed a Form 10 in September 2010. Just two months later TYC announced that private equity firm Clayton, Dubilier & Rice would buy a 51% stake in those businesses, generating proceeds of $720 million to TYC. The funds would be used to repurchase shares. ADT North America is expected to generate sales of $3.1 billion in F2011, Flow Control will account for $3.6 billion while Commercial Fire and Safety will contribute $10.2 billion. The ADT business will control approximately 26% of the U.S. home security market. North American revenue and consolidated segment operating margins have generally been trending higher since 2009. The Flow Control business splits its end markets between process (38%), energy (37%) and water (25%). Revenues have been flat since 2009 but segment margins have been hampered as volume from its higher-margin valve business has decreased.
The ADT business does not have a pure-play publicly traded comparable as it did acquire competitor Broad View Security (formerly Brinks Home Security) in 2010 for 3.3x 2010 estimated sales, or 9.5x 2010 estimated EBITDA. Investors should note that TYC did pay a 35% premium for the Broad View acquisition. Applying a 3.0x multiple to 2011E ADT sales, one could arrive at an EV of $9.3 billion. A publicly traded Flow Control business could be compared most directly to Curtiss–Wright, Gardner Denver, Idex and Flowserve, which on average trade at 1.4x estimated F2011 sales. If one were to apply a 1.4x multiple to projected 2011 Flow Control sales of $3.6 billion, one would arrive at an EV of $5.0 billion. The parent company, Commercial Fire and Security, could be compared to MSA Worldwide (NYSE: MSA), which currently trades at 1.3x sales. Applying that multiple to the remaining businesses would result in an EV of $13.3 billion. Based on this sum-of-the-parts valuation, one could infer that there is potential upside to the current TYC EV of $22.9 billion.