On October 10, 2017, Honeywell International Inc. (NYSE: HON) announced its intention to separate its Homes and Global Distribution (ADI) business (“Homes”) and its Transportation Systems business into two independent publicly traded companies via a tax-free spin-off.
The Transportation Systems business, to be named Garrett Motion Inc., is a leader in turbocharger technology for a broad range of engine types across global automobile, truck, and other vehicle markets. The business, which generated 2017 sales of $3.1 billion, is expected to have a high-yield credit rating, approximately 6,500 employees, and financial responsibility for Honeywell legacy automotive segment liabilities. HON shareholders of record as of September 18, 2018, will receive a distribution of 1 share of Garrett Motion Inc. common stock for every 10 shares of HON common stock. The distribution is expected to take place on October 1, 2018. When-issued trading is expected to begin on or about September 17, 2018. Regular-way trading is expected to begin on October 1 on the NYSE under the symbol “GTX”.
The Homes business, to be named Resideo Technologies Inc., is a leader in the home heating, ventilation and air conditioning (HVAC) controls and security markets and is a leading global distributor of security and fire protection products (ADI). The business generated 2017 sales of $4.5 billion. The company is expected to have a high-yield credit rating, approximately 13,000 employees, and financial responsibility for certain Honeywell legacy liabilities. The Resideo spin-off is scheduled to be completed by the end of the year. Given the timing of the two spin-offs, this report will focus on Garrett Motion only.
The announced spin-offs represent the culmination of an extensive portfolio review triggered by pressure from activist investor Third Point LLC. The activist had argued that the company could unlock significant value by spinning off its Aerospace business. Honeywell’s decision to retain its Aerospace business (approximately 40% of consolidated sales), is in direct contradiction to Third Point’s proposal. The Aerospace segment, which experienced a 3% revenue decline last year amid weak demand for commercial aircraft and defense budget cuts, has been a drag on HON’s earnings and valuation. Peers such as Emerson Electric Co. (NYSE: EMR) and Rockwell Automation Inc. (NYSE: ROK) trade at an approximately 15% premium to HON based on forward price-to-earnings. Third Point has since exited its ownership position in HON.
Pre-Garrett spin, Honeywell is fairly valued at $174 per share, consisting of $167 per share in value from post-spin Honeywell and $6 per share in value from Garrett Motion operations. Post-spin shares of Garrett Motion are fairly valued at $64 per share based on 74.3 million shares outstanding (1-for-10 share distribution ratio). The current HON share price of $163.89 is less than the post-spin fair value for HON; the current market price assigns no value to Garrett Motion. We expect this valuation discrepancy to correct itself in initial when-issued trading, and thus we recommend the shares for purchase ahead of the Garrett spin-off.
Based on the preliminary valuations of Resideo and Honeywell post both spin-offs, a pre-spin sum-of-the-parts fair value estimate range of $174-$177 per share is derived for HON. The range of valuations is dependent on Resideo’s operating margins and implies that upward of $4 per share in value could be unlocked via the Resideo spin-off. Similar to the valuation centered on just the Garrett spin-off, it appears that little to no value is being assigned to either of the two spin entities in the current share price, which further supports a pre-Garrett spin-off recommendation of HON shares.