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.
Approaching Spin-Off Completion Dates (2023):
Aramark (ARMK) / Vestis Corp (VSTS): 9/30/2023
Danaher Corp (DHR) / Veralto Corp. (VLTO): 9/30/2023
Kellogg Co (K) WK Kellogg Co. (KLG): 10/2/2023
Lithium Americas Corp (LAC) / Lithium International: 4Q 2023
NCR Corp (NCR) / NCR Atleos LLC (NATL): 4Q 2023
Vista Outdoor Inc (VSTO) / Outdoor Products Business: Late 2023
Lions Gate Entertainment Corp (LGF/B) / Studio Business: Late 2023
Newest Publications & Updates
UPDATE: Kellogg Co. (K)
September 11, 2023
On September 11, 2023, before the market open, Kellogg Co. (NYSE: K) announced that it’s Board of Directors has approved the spin-off of its North American Cereal business. The spin company will adopt the corporate moniker WK Kellogg Co. and is expected to trade on the NYSE under the ticker “KLG”.
The separation is expected to become effective on October 2, 2023, with shareholders of record as of September 21, 2023, receiving one share of KLG for every two shares of K held. Shares of KLG will begin trading on October 2, 2023. Following the separation, the parent company will change its name to Kellanova and will continue to trade on the NYSE under the ticker “K”.
When-issued trading for WK Kellogg will begin on or about September 27, 2023, under the symbols “KLG WI”.
We adjust our post-spin fair value estimate for WK Kellogg to $14 per share (previously $3.50 per share) to account for the one-for four share distribution ratio. We maintain our pre-spin K fair value estimate of $73 per share and NEUTRAL rating.
While we do not see a pre-spin opportunity, we do anticipate the potential for post-separation investment opportunities, depending on the ultimate initial trading range of Kellanova and WK Kellogg. Of primary interest would be if WK Kellogg experiences an initial sell-off of shares due to investors exiting the spin company ownership position in favor of maintaining a position in the more growth oriented, geographically diversified snacks company, which should pressure shares of WK Kellogg in initial trading.
COMPREHENSIVE REPORT: Danaher Corp. (DHR)
September 6, 2023
On September 14, 2022, Danaher Corp. (NYSE: DHR) announced plans to separate its Environmental & Applied Solutions segment into a standalone, publicly traded company via a tax-free spin-off. The spin company will adopt the corporate moniker Veralto Corp. and trade under the ticker “VLTO”.
The separation will be accomplished via a one-for-three share distribution of Veralto shares to DHR shareholders of record as of September 13, 2023, and is expected to be completed on Saturday September 30, 2023. Shares of Veralto are scheduled to begin trading on the NYSE on October 2, 2023. “When-issued” trading for Veralto and Danaher is expected to begin on or about September 27, 2023, under respective symbols “VLTO WI” and “DHR WI.”
Certain areas of the business are dealing with several headwinds. Most notably, the company continues to work through lapping COVID sales that are still declining. Second, management continues to deal with customers’ overstocked inventories and restricted access to capital. Management has highlighted China customers as working through inventories, resulting in decreased or canceled orders coupled with decreased funding availability to biotech customers. Management expects these two factors to be mostly worked through during 2H 2023. Notably, the EAS business is somewhat insulated from the headwinds that will remain with post-spin DHR.
Post-spin we would expect that VLTO would see a valuation multiple contraction to approximate more closely that of its peers;, however, it could be argued that, given Veralto’s forecasted margin profile is roughly 300 basis points higher than peers, the company would be awarded a slight premium. Absent the lower margin Veralto business, DHR will also exhibit margins above its peers, which could also warrant a slight premium and an increase in its trading multiple versus the current level.
On a pre-spin, sum-of-the-parts basis, we fairly value shares of Danaher Corp. at $268 per share, consisting of $242 per share in value from post-spin DHR and $26 per share in value from Veralto. Given that the current share price approximates our fair value estimate, and the limited timeframe until the completion of the separation (September 30, 2023), we rate pre-spin shares of DHR at NEUTRAL.
Following the spin-off, we expect shareholder rotation out of Veralto due to the relative size difference of the post-spin entities and the differing industry end markets. Post-spin, we would favor VLTO shares at a discount to our fair value estimate given the lack of current industry headwinds facing the parent company and the current trading multiple of the pre-spin company (which implies minimal multiple expansion opportunities given peer trading).
We would revisit post-spin DHR upon a contraction in the trading multiple as we favorably view the longer term prospects of the company, given management’s historical ability to grow revenue, earnings, and shareholder value in normal operating environments.
Radar Screen – September 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), 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)
Spin-Off Report Calendar – September 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 – August 2023
Murray Stahl’s commentary on various investing themes and single stock recommendations.
European Spin-Off Compendium – April 2023
Murray Stahl’s commentary on various investing themes and single stock recommendations in Europe.
Bits & Pieces – September 2023
Covers mispriced stub securities, tracking stocks and other arbitrage opportunities.
Product Specialist
Rich Albanese
ralbanese@pcsresearchgroup.com
+1 646-839-5566