The Weekly Wrap-Up provides summaries of recent publications from the Spin-Off Report including links to the full-length research reports. If you haven’t engaged with the research over the past seven days, the Weekly Wrap-Up will quickly update you on our newest and highest conviction ideas.
UPCOMING SPIN-OFFS AND EXPECTED COMPLETION DATES:
- Jacobs Solutions Inc. (J) / Amentum (AMTM) – September 27, 2024
- Spectrum Brands (SPB) / Home & Personal Care Business – 3Q 2024
- Western Digital (WDC) / HDD Business – 2H 2024
- MDU Resources Group (MDU) / Everus Construction Group (ECG) – 2H 2024
- Berry Global Group Inc. (BERY) / HH&S And Films Businesses (to merge w/ Glatfelter) – 2H 2024
- Holcim Ltd. (HOLN SW) / North American Business – 1H 2025
- DuPont Inc. (DD) / Electronics and Water Business – 2H 2025
- Topgolf Callaway Brands Corp. (MODG) / Topgolf – 2H 2025
- Fortive Corp. (FTV) / Precision Technologies Business – Mid 2025
RECENT PUBLICATIONS:
Alert: SKF Plans to Separate and List Automotive Business in 1H 2026
September 17, 2024
On September 17, 2024, SKF AB (SKFB SS) announced its intent to separate (in 4Q 2025) and subsequently list its Automotive Business on the Stockholm NASDAQ in 1H 2026. Roughly 8 years ago, under a prior leadership team, the company explored a similar separation but decided against it given the potential dis-synergies from, among other things, the overlap of research & development, production and supply chain capabilities. Subsequently, in January 2021, Rickard Gustafson assumed the role of chief executive and in early-2022 announced a “new strategic framework” for the company aimed at achieving a more de-centralized operating model and increasing the autonomy of its Automotive business. Later that year, activist-investor Cevian Capital disclosed a ~5% stake (currently ~8.4%) reportedly seeking a simplification of SKF’s organizational structure (akin to its prior efforts at ABB and CRH). On today’s conference call, management indicated that any potential dis-synergies will be overwhelmed by the value created by establishing two independent standalone companies (ostensibly though the potential re-rating of its higher margin Industrial business) as well as the potential for greater management focus and more specific capital allocation to accelerate growth and margins.
Currently, SKF reports two segments: 1) Industrial (71% of consolidated sales and ~88% of adj. EBITDA), which supplies a range of ball bearings, seals and lubrication systems to customers in, among others, the railroad, heavy industry and industrial distribution markets; and 2) Automotive (~29% of consolidated sales and 12% of adj. EBITDA), which provides bearings and seals to electrical and commercial vehicle manufacturers. Management expects, on a consolidated basis, a low single-digit organic sales decline, year over year, with a tax rate of 26% and capital expenditures of ~SEK 5 billion. Longer term, SKF targets a consolidated sales growth of ~5% (versus ~4% in 2023), an operating margin of 14% (versus 12.5% in 2023), a net debt to equity ratio of less than 40% (compared with ~14% in 2023), ROCE of ~16% (versus 15.4% in 2023), and a dividend pay-out ratio of ~50%.
SKF could be compared with Schaeffler AG (SHA GY), NSK Ltd. (6471 JT), Applied Industrial Technologies (NYSE: AIT), The Timken Co. (NYSE: TKR), Trellborg (TRELB SS), NN, Inc. (NASDAQ: NNBR) and RBC Bearings (NYSE: RBC), which trade at ~10x 2025E EV/EBITDA (albeit in a broad range, seemingly based on market focus, of ~3.5x-18.5x). Considering management’s guidance, long-term targets, consensus estimates and our sense of industry trends, applying a ~10x multiple to projected 2025E Industrial segment EBITDA implies value of ~ SEK 122 billion while applying a low-end multiple of 3.5x to 2025E Auto segment EBITDA implies value of nearly SEK 7 billion. Accounting for net debt and minority interest yields a preliminary fair value estimate of ~SEK 98.5 billion or ~SEK 216 per share (based on a diluted share count of ~455.5 million).
Update: Jacobs (J) Sets September 27th Distribution Date for the Amentum Spin-Off/Merger
September 13, 2024
On September 13, 2024, Jacobs Solutions Inc. (NYSE: J) announced that the spin-off of its Critical Mission Solutions (CMS) & Cyber Intelligence (CI) businesses, which will simultaneously merge with privately held Amentum (AMTM) in a Reverse Morris Trust (RMT) transaction, will be completed after the market close on Friday, September 27, 2024. Shareholders of record on September 23rd are set to receive one share of AMTM for every one share owned of J.
So-called “when-issued” (WI) trading for Amentum, which will trade on the New York Stock Exchange (NYSE), is expected to begin on (or about) September 24, 2024 (under the ticker AMTM WI) with “regular-way” trading beginning on Monday, September 30, 2024. Following completion, post-spin J will continue to trade “regular-way” under the NYSE ticker J although on (or about) September 24th it is expected that there will be two avenues to trade Jacbos common stock (J and J WI); to that end, shareholders that sell shares of J from the record date through the distribution date will relinquish their right to receive shares of Amentum while shareholders selling shares in the so-called “ex-distribution” market, under the ticker J WI, will be selling their Jacobs stock while retaining the right to receive shares of AMTM. (Additionally, shareholders selling in the “when issued” AMTM WI shares will be selling their right to receive the distribution of AMTM shares while retaining their Jacobs shares.)
As previously announced, immediately upon completion of the transaction, Jacob’s shareholders will own ~51% of Amentum with Jacobs’ owning 7.5% and an additional 4.5% of Amentum shares being placed in escrow as a continent consideration (to be released to shareholders depending on the achievement of certain F2024 operating profit targets with the first 0.5% being delivered to Jacobs and the remainder, to the extent required/earned, being earmarked for the company and its shareholders). All told, Jacobs shareholders are ultimately expected to own 58.5%-63% of Amentum.
Our Sum-of-the-Parts (SOTP) valuation for Jacobs Solutions is based on the derived valuations for both RemainCo (J) and CombineCo (AMTM). This includes the midpoint ownership in CombineCo and the retained equity stake within RemainCo. The Exhibit below shows that the midpoint of the SOTP valuation—14x EV/2025E EBITDA for RemainCo and 11x EV/2025E EBITDA for CombineCo—comes out to $143. This is roughly where Jacobs Solutions has recently been trading, in the mid-to-high $140s. In other words, the current market valuation for Jacobs aligns with the assumed valuation ranges for the two companies, post-separation.
Broadly, we think the upcoming spin-off of Jacobs Solutions into two focused companies mirrors many characteristics of successful past spin-offs. To that end, the high-growth, higher-margin business will be listed independently and is expected to achieve a higher valuation over time as it establishes itself as a leader in the infrastructure engineering and technical solutions sectors, bolstered by strong secular tailwinds in its markets. Meanwhile, the lower-growth, lower-margin government services business will benefit from increased scale, diversification, and a renewed focus on higher-margin, value-added projects, positioning it to potentially catch up to its better-valued peers. That said, our current sum-of-the-parts (SOTP) valuation for Jacobs Solutions does not suggest a significant upside, in and of itself, ahead of the impending separation. However, with the usual shareholder turnover that could be expected post-spin-off, we think investment opportunities are likely to arise post-spin for both short-term and long-term investors. Please see the Spin-Off Report dated September 6, 2024, for more information.
Monthly publication providing ongoing analysis on companies where we see potential for a value-unlocking event
Companies discussed this month: Albany International (AIN), Alphabet Inc. (GOOG), APi Group Corp. (APG), Bloomin’ Brands (BLMN), California Resources Corp. (CRC), Crown Castle Inc. (CCI), FedEx Corporation (FDX), Goodyear Tire & Rubber Co., Luxfer Holdings (LXFR), Goodyear Tire & Rubber, Inc. (GT), Masimo Corp. (MASI), Matthews International Corp. (MATW), Netgear Inc. (NTGR), Newpark Resources (NR), RCI Hospitality Inc. (RICK), Stanley Black & Decker (SWK), TFI International (TFII), TriMas Corporation (TRS)
Published monthly, The Spin-Off Calendar provides one-page summaries of every spin-off under coverage from the announcement date, followed by the filing of the Form 10 and continuing 60 days post completion.
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