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.
In terms of completed spin-offs, this week was the busiest we’ve seen in many years, with four U.S.-based companies completing separations – Kellanova (K)/WK Kellogg (KLG), Aramark (ARMK)/Vestis (VSTS), Danaher (DHR)/Veralto (VLTO) and Lithium Argentina (LAAC)/Lithium Americas (LAC). These companies span various industries and market capitalizations, and thus far, have mostly seen significant selling pressure. To focus clients on what we believe are the best ideas ahead of next week, we would like to highlight the following two opportunities:
Kellanova (K) / WK Kellogg (KLG)
WK Kellogg (KLG) controls the North American cereal business of the former Kellogg Co. On Monday, immediately following the spin-off, we rated Kellanova (K) a BUY with a $69 fair value estimate and WK Kellogg NEUTRAL with a $15 fair value estimate. This morning, we upgraded KLG to BUY while maintaining our $15 fair value. KLG shares have declined by over 25% and over half the outstanding shares have turned over in the first five trading days. While the sell off was not entirely unexpected (KLG was excluded from the S&P 500 and the company is in the early phases of a turnaround), at current levels we favorably view the risk reward scenario for purchasing shares. At the current share price, KLG is trading at less than 5x management’s 2024 EBITDA guidance while peers Post Holdings (POST) and General Mills (GIS) trade at 9.2x and 11.6x their respective 2024 consensus EBITDA estimates. Our latest update note can be viewed here.
ARAMARK (ARMK) / Vestis (VSTS)
Vestis (VSTS) controls the uniform services business that spun out of Aramark (ARMK) on September 30 and began trading on October 2. Following completion of the spin-off, we rated VSTS a BUY with a $27 fair value estimate. VSTS shares have since declined over 20% on volume of 25 million shares in the first week of trading (VSTS has 130.2 million shares outstanding). In our view, the sell-off has been overdone given the company fundamentals and peer trading multiples. In terms of operations, VSTS operates with an estimated 14.5% EBITDA margins and is in the process of optimizing delivery routes and focusing on cross selling services to customers, which by their estimate, would increase margins by 400-600 basis points in F2028 (September year-end), resulting in EBITDA margins of 18-20%.
Additionally the company is using FCF ($150 – $200 million per year) to reduce leverage and plans on instituting a regular dividend this November (Currently the company is levered at approximately 3.5x net debt to EBITDA with a stated goal of 1.5x-2.5x by F2026). Following the selloff, shares are trading at approximately 8.0x our F24 EBITDA estimate, which compares to peer UniFirst (UNF) which trades at 9.5x the consensus EBITDA estimate. We argue that given the growth and margin profile of VSTS versus UNF (which operates with an estimated 13% EBITDA margin), shares of VSTS deserve, at minimum, an inline multiple to UNF if not a premium. We value shares of VSTS at 12x our EBITDA estimate. Our latest update note can be viewed here.
Other Publications & Updates
UPDATE: Lithium Americas Corp.
October 4, 2023
LAC Completes Lithium Argentina Completes Spin-Off; Rate Lithium Argentina at NEUTRAL with $4 FVE, Rate New Lithium Americas at NEUTRAL with a $19 FVE
On October 3, 2023, after the market close, Lithium America’s Corp. (TSX: LAC, NYSE: LAC) completed its previously announced separation into two standalone publicly traded companies.
Under the separation agreement, LAC shareholders received one share of Lithium Argentina Corp. and one share of Lithium Americas Corp. (“New Lithium Americas”) for each LAC share owned.
Lithium Argentina now trades on the TSX and NYSE under the ticker “LAAC”. New Lithium Americas continues to trade under the symbol “LAC” on both the TSX and NYSE.
Lithium Americas Corp. is a pre-production lithium miner that develops (and will eventually operate) lithium projects in two main geographic regions, namely Argentina and the U.S.
We base our fair value estimates on management’s disclosed DCF and NAV values. Given the large reserve values, projected supply demand imbalance, and current pricing of lithium, it is difficult to argue that future cash flows will not exceed the pre-spin market capitalization/enterprise value. However, given the long-time frame in which the mines will produce lithium, currently modeled at 40 years, and the differences in initial production of battery grade lithium from the two disparate sites, investors must consider the time-value of money in considering an investment.
In that context, LAC’s spin transaction is likely not a significant value-creating event, in contrast to most spin-offs that fall into our coverage universe. Instead, the separation highlights the near-term production ramp up in the Argentinian assets versus the long road ahead for the American asset. In that respect, investors looking to capitalize on the increasing demand for lithium and the structural supply and demand imbalance, would likely favor investment in Lithium Argentina, while investors with a longer investment time horizon may take a closer look at post-spin Lithium Americas.
In the short-term, we would expect the share price of LAC be highly speculative, with shares reacting to news and litigation flow prior to the eventual production of battery-grade lithium. For Lithium Argentina, we would expect much less speculation in shares given the near-term production ramp up, and therefore expect shares to trade more dependently on production and pricing of lithium.
Given the above noted differing characteristics of the two post-spin companies, most starkly illustrated by the significantly longer time frame until production ramps up at the U.S.-based asset, we view it as appropriate to value shares using a higher discount rate versus the Argentinian assets. Thus, we value shares of Lithium Americas (NewCo) at 12% and Lithium Argentina at 10%. Based on management’s post-spin capitalizations, we assign a post-spin fair value estimate of $19 per share to New Lithium Americas Corp, and $4 per share to Lithium Argentina.
We rate both post-spin shares at NEUTRAL, based on the above noted factors related to the time horizon to capture the upside potential in shares and our opinion that the spin transaction is not necessarily the catalyst to immediately realizing that value. In that context, investors with a longer investment time horizon may wish to consider ownings shares.
For more details, please refer to our comprehensive report dated August 8, 2023.
UPDATE: Danaher Corp. (DHR)
October 2, 2023
On September 30, 2023, Danaher Corp. (NYSE: DHR) completed the separation of its Environmental & Applied Solutions segment into a standalone, publicly traded company via a tax-free spin-off. The spin-company adopted the corporate moniker Veralto Corp. and now trades on the NYSE under the ticker “VLTO”. DHR shareholders of record as of September 13, 2023, received one share of VLTO for every three shares of Danaher held.
We maintain our post-spin fair value estimates of $242 per share for DHR and $79 per share for VLTO. We rate both post-spin Danaher and Veralto at NEUTRAL.
It is worthy to note that VLTO has spurred interest from ESG focused investors, which is the likely reason for its current trading level and heavy volume through when-issued. VLTO traded 2.8 million shares over its three day when-issued trading period.
At current levels, shares of VLTO trade at 19.1x our 2024 EBITDA estimate of $1.2 billion, whereas peers generally trade in the mid-teens based on 2024 consensus estimates. At over 19x, we struggle to rationalize awarding a larger premium than we already do to shares despite acknowledging the company’s margin and exposure to favorable end markets. We value shares of VLTO at 18x our 2024 EBITDA estimate of $1.2 billion.
For more details, please refer to our comprehensive report dated September 6, 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), Tiptree Inc. (TIPT), Western Digital Corp. (WDC)
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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