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.
UPDATE: Worthington Enterprises Inc.
December 1, 2023
WOR Completes Worthington Steel Spin-Off; Rate Worthington Enterprises at NEUTRAL with a $44 FVE; Rate Worthington Steel at NEUTRAL with a $28 FVE
- On December 1, 2023, before the market open, Worthington Industries completed the previously announced spin-off of its steel businesses.
- The spin company has adopted the corporate moniker Worthington Steel Inc. and now trades on the NYSE under the ticker symbol “WS”. The parent company has also changed its corporate name to Worthington Enterprises Inc.. and continues to trade under the ticker “WOR”.
- WOR shareholders of record as of November 21, 2023, received one share of WS for every share of WOR held.
- For reference, in when-issued trading, shares of WOR closed yesterday at $44.20 per share and WS closed at $27.50 per share.
- In terms of rationale for the separation, following the Tempel acquisition, management believes that the Steel company has sufficient scale to operate as a standalone entity. Additionally, given the volatility that is inherent in the price of steel, a standalone Worthington Enterprises should see a lower degree of volatility arising from steel price swings and the resultant impact from Steel’s unconsolidated JVs. Following the separation, both companies will be respective leaders in their dominant businesses, and investors likely will favor the reduced complexities in reporting (i.e., less unconsolidated JVs per company), which may attract new investors and/or more sell-side coverage, both of which we would view as a positive.
- Despite near term economic uncertainty as exhibited by 1Q F2024 results (May FYE), the post-spin companies remain a dominant player in most of its core businesses (steel processing and building products [WAVE]), have strong balance sheets, and will be positioned to weather the current macro environment and have ample liquidity to capitalize on attractive acquisitions.
- Worthington Steel looks to capitalize on the decarbonization of transportation and the energy transformation through its electrical steel business, while Worthington Enterprises will participate in demand from government stimulus, environmental investment, population shifts and on- and near-shoring (moving production back to the U.S. or closer in proximity).
- In terms of favorability, we believe that investors will prefer the parent company’s exposure to multiple industries and the removal of volatility from the steel market, which may result in a sell-off of WS shares. With market leadership positions in the building products segment, which derives the majority of the post-spin parent company’s earnings, we view favorably on the company’s positioning to capitalize on increases in residential and non-residential new construction and remodels.
- We maintain our post-spin fair value estimates of $44 per share of WOR and $28 per share for WS. Given limited upside to our fair value estimates we rate both companies at NEUTRAL. We would revisit our post-spin ratings on any sell-off of post-spin shares or changes in company or industry fundamentals.
- For more details, please refer to The Spin-Off Report dated November 24, 2023.
Comprehensive Report: Worthington Industries Inc. (WOR) / Worthington Steel (WS)
November 24, 2023
Worthington Industries Inc. (NYSE: WOR) is set to spin-off its Steel Processing business into a standalone, publicly traded company on December 1, 2023, to shareholders of record as of November 21, 2023. Shares of the new company, which will adopt the corporate moniker Worthington Steel, will trade on the NYSE under the ticker “WS.” WOR shareholders of record will receive one share of WS for each share of WOR held. The parent company will change its name to Worthington Enterprises, and will continue to trade under the symbol “WOR.” Shares of Worthington Steel are expected to begin “when-issued” trading on or about November 28, 2023, on the NYSE under the ticker “WS WI”. Worthington Enterprises is expected to begin trading on an “ex-distribution” basis on or about November 28, 2023, under the ticker “WOR WI”. Worthington Steel and Worthington Enterprises will begin trading “regular-way” on December 1, 2023.
As it currently stands, the company operates under four reportable segments: Steel Processing (~71% of revenue and ~58% of adjusted EBIT in F2023), Consumer Products (~14% of revenue and ~37% of adjusted EBIT in F2023), Building Products (~12% of revenue and ~17% of adjusted EBIT in F2023), and Sustainable Energy Solutions (~3% of revenue and a ~13% drag on adjusted EBIT in F2023).
In terms of rationale for the separation, following the Tempel acquisition, management believes that the Steel company has sufficient scale to operate as a standalone entity. Additionally, given the volatility that is inherent in the price of steel, a standalone Worthington Enterprises should see a lower degree of volatility arising from steel price swings and the resultant impact from Steel’s unconsolidated JVs. Following the separation, both companies will be respective leaders in their dominant businesses, and investors likely will favor the reduced complexities in reporting (i.e., less unconsolidated JVs per company), which may attract new investors and/or more sell-side coverage, both of which we would view as a positive.
In relation to valuation, shares of WOR currently trade at 8.5x forward EV/EBITDA, having averaged just 7x over the past five years. The trading multiple undoubtedly has historically been weighed down by the company’s exposure to the steel industry, with a basket of peers in the building products and consumer products industries currently averaging approximately 11.0x forward EV/EBITDA, while steel processing and mill peers trade at just over 7x forward EV/EBITDA. It is worthy to note that shares of AWI, which may be a fair proxy for post-spin WOR given the WAVE joint venture partnership, currently trades at 8.9x forward EV/EBITDA and has averaged a multiple of 9.5x over the past five years.
On a pre-spin, sum-of-the-parts basis, we fairly value shares of WOR at $72 per share. On a post-spin basis, we assign a $28 per share fair value estimate to Worthington Steel and $44 per share fair value estimate to Worthington Enterprises. Given the time frame to spin completion, we refrain from recommending shares ahead of the transaction completion. Instead, we look to capitalize on any irrational selling pressure that may arise following the separation.
Despite near term economic uncertainty as exhibited by 1Q F2024 results, the company remains a dominant player in most of its core businesses (steel processing and building products [WAVE]), and both post-spin companies will have strong balance sheets and will be positioned to weather the current macro environment and have ample liquidity to capitalize on attractive acquisitions. Worthington Steel looks to capitalize on the decarbonization of transportation and the energy transformation through its electrical steel business, while Worthington Enterprises will participate in demand from government stimulus, environmental investment, population shifts and on- and near shoring (moving production back to the U.S. or closer in proximity).
In terms of favorability, we believe that investors will prefer the parent company’s exposure to multiple industries and the removal of volatility from the steel market, which may result in a sell-off of WS shares. With market leadership positions in the building products segment, which derives the majority of the post-spin parent company’s earnings, we view favorably on the company’s positioning to capitalize on increases in residential and non-residential new construction and remodels.
Radar Screen – November 2023
Monthly publication providing ongoing analysis on companies where we see potential for a value-unlocking event
Companies discussed this month: Alphabet Inc. (GOOG), APi Group Corp. (APG), Bloomin’ Brands (BLMN), California Resources Corp. (CRC), Carrier Global Corp. (CARR), Crown Holdings Inc. (CCK), FLEETCOR Technologies, Inc. (FLT), Goodyear Tire & Rubber, Inc. (FLT), Enhabit Inc. (EHAB), Hasbro, Inc. (HAS), IAC Inc. (IAC), Liberty Broadband Corp. (LBRDK), Matthews International Corp. (MATW), PAR Technology Corp. (PAR), RCI Hospitality Inc. (RICK), Stanley Black & Decker (SWK)
Spin-Off Report Calendar – December 2023
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.
Spin-Off Report Compendium – October 2023
Murray Stahl’s commentary on various investing themes and single stock recommendations.
European Spin-Off Compendium – November 2023
Murray Stahl’s commentary on various investing themes and single stock recommendations in Europe.
Bits & Pieces – November 2023
Covers mispriced stub securities, tracking stocks and other arbitrage opportunities.
Product Specialist
Rich Albanese
ralbanese@pcsresearchgroup.com
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