On November 12, 2013, Ingersoll-Rand plc (NYSE: IR) conducted an analyst day, providing a first look at operations as a standalone entity Following the presentation, ALLE filed a revised Form 10. IR announced shares of Allegion plc will be distributed on December 1, 2013, with regular way trading scheduled to begin on the NYSE the following day under the ticker “ALLE”. Shares will be distributed on a 1:3 basis to IR holders as of November 22, 2013. Trading on a “when-issued” basis is expected to commence on or about November 18. ALLE management has scheduled a listen-only webcast also on November 18. The transaction still requires an effectiveness declaration by the SEC and final Board approval. The new entity, which will have annual revenue of about $2 billion, will comprise IR’s Security Technologies segment as well as a portion of its Residential Solutions segment. Allegion has a higher operating margin than the businesses that will remain with IR, although in recent years sales have been growing at a slower pace. The peer group trades at a higher multiple than more diverse industrial machinery providers, and as a result ALLE will likely lower its cost of capital. Products include locks, door frames, panic bars and access-control systems.
The security products industry remains fragmented, although Sweden’s Assa Abloy (ASSAB SS) has made a series of acquisitions over the last decade. Just since October 2013, ASSAB has announced acquisitions of privately-held US-based garage door manufacturer Amarr and security fence provider Ameristar Fence Products. As a standalone entity, ALLE may be better positioned than it was as part of IR to play a leading role in the consolidation of the industry. Consolidation could lead to better pricing power in mature markets. Expansion in emerging markets and increased spending on new technologies may offer organic paths to growth.
Following the spin-off, IR’s remaining businesses, which are expected to generate annual revenue of about $12.2 billion, could be compared to a group of large global industrial conglomerates. Following the separation, the heating, ventilation, and air conditioning (HVAC) businesses, including refrigerated transport, will generate a majority of company profits. HVAC businesses trade at slightly higher multiples than their more diverse peers. The valuation of New IR may in part be determined by whether investors view the parent post-spin as an HVAC business with a smaller diversified industrials component or the new entity continues to trade with a conglomerate discount.
As noted in the initial Ingersoll-Rand Spin-Off Report (July 24, 2013), the fair value calculations would be adjusted based on the finalized distribution ratio, capital structure, dividend policy and changes in company/industry fundamentals. The valuation is based on comparable multiples for diversified industrials and HVAC manufacturers and assuming about 60% of post-spin profitability is generated by HVAC and refrigerated transport markets. IR has guided for stand-alone 2013 EPS of $2.55 to $2.60 per share. Applying peer group multiples to projected 2013 EPS generates a fair value of $51 per share. Assuming the $1.3 billion cash distribution from ALLE at the time of separation is used to repurchase 25.4 million shares, the fair value rises to $56 per share (see attachment). One may also consider takeover multiples in both those businesses. (See the initial Ingersoll-Rand Spin-Off Report, pages 18-20, for those valuation exercises.)
Management will not provide guidance for 2014 until the 4Q conference call. For the three-year period through 2016, management targets are for 4-5% revenue CAGR, and 13-15% operating income CAGR, although 2014 is likely to account for the slowest growth in that three-year period. IR expects to pay out 30-35% of earnings as a dividend. Prior to separation, the payout ratio was closer to 25%.
The fair value for ALLE will likely be revisited following Monday’s investor webcast. Through the first nine months of 2013, EBITDA has grown about 5% when adding back a $138 million asset impairment charge. Similarly, analysts project closest peer, ASSAB SS, will grow EBITDA 5% in 2013. If one assumes full year ALLE EBITDA growth of 5% to $433 million, applies a 12.5x multiple (the multiple for ASSAB prior to last month’s acquisition announcements, which are not likely fully incorporated into next year’s EBITDA estimate), subtracts $1.15 billion in net debt, and utilizes a 96 million share count, the ALLE fair value is $44 per share. Upside to the valuation would likely be through synergistic acquisitions. For instance, ASSAB noted that both of its recent acquisitions will be immediately accretive to earnings.
One may also consider the acquisitions ASSAB has made in recent years in order to grow into a significant global security products manufacturer. Of course, given the timing of the spin-off, it is unlikely due to tax consequences that ALLE would be a takeover candidate for two years. According to Bloomberg, ASSAB has made 98 acquisitions since 1998, ten sizable enough for full financial disclosure. ASSAB paid 11.5x trailing EBITDA for those acquisitions. One of its largest was the $1.6 billion tender offer (commenced in December 2010 and completed in February 2011) for industrial door maker Cardo AB, which was valued at 11.5x trailing EBITDA. Applying the Cardo and historical acquisition multiples to ALLE’s 2013E EBITDA results in a $40 per share valuation for ALLE.