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.
Newest Publications & Updates
UPDATE: Madison Square Garden Entertainment Corp. (MSGE)
March 30, 2023
Madison Square Garden Entertainment Corp. (NYSE: MSGE) has announced that it will compete the previously announced spin-off of the company’s live entertainment business after the market close on April 20, 2023.
The spin-off will separate the fairly stable entertainment and bookings business along with the highly valuable Madison Square Garden arena, from a business that is in transition as it looks to stabilize subscriber count at Networks and an unproven Sphere arena. (Management has indicated it is looking to sell its ownership position in Tao).
On a pre-spin, sum-of-the-parts basis, we assign a fair value estimate of $75 per share to Madison Square Garden Entertainment Corp. Our fair value estimate includes $34 per share in value from the parent company (MSG Sphere), and $41 per share in value derived from New MSGE.
COMPREHENSIVE: Madison Square Garden Entertainment Corp. (MSGE)
March 20, 2023
Madison Square Garden Entertainment Corp. (NYSE: MSGE) plans to spin-off its traditional live entertainment business from the MSG Sphere, Tao Group, and Networks businesses. The spin-off will be accomplished via a pro-rata distribution of approximately two-thirds economic interest in the spin company. Following the transaction, the spin company will retain the MSG Entertainment corporate moniker. The parent company will be renamed MSG Sphere Corp. and will retain a one-third economic interest in the spin company. If completed, it is expected that the spin-off transaction would be tax-free to MSGE shareholders.
The European Spin-Off and Restructuring Report: Melrose Industries PLC (MRO LN))
March 29, 2023
On September 8, 2022, Melrose Industries PLC (MRO LN) announced the intention to spin off the GKN Automotive and GKN Powder Metallurgy businesses into a standalone, publicly traded company. The spin company will adopt the corporate moniker Dowlais Group plc (pronounced dow-lays) and is expected to trade on the London Stock Exchange, which is where the company will be headquartered. The proposed transaction is targeted to be completed on April 20, 2023, subject to shareholder approval at a General Meeting on March 30, 2023. MRO shareholders will receive one share of Dowlais for every one share of Melrose owned. Dowlais will be an automotive platform initially focused on supplying driveline technologies and the production of metal powder and precision metal parts for the automotive and industrial sectors. Dowlais will focus on “profitable organic growth as well as targeted M&A in the automotive sector, where we see opportunities as a consolidator either via an all-cash acquisition or share based transaction.” If the separation is completed, MRO will retain ownership of the GKN Aerospace business and continue its current “Buy, Improve, Sell” business strategy.
On a sum-of-the-parts basis we fairly value shares of pre-spin MRO at GBp 170 per share, consisting of GBp 76 per share from Dowlais and GBp 94 per share from post-spin Melrose. Our fair value estimate suggests less than 10% upside potential from the current share price. The valuation exercises estimate that both post-spin entities operate at margins below their respective targets in 2024, as our revenue forecasts do not result in revenue above those of pre-pandemic levels, which is generally when management states that it would be able to achieve said targets. If the post-spin entities were to achieve the margin targets in 2024, this would add GBp 21 per share in value to our pre-spin sum-of-the-parts valuation, and present upside optionality to our fair value estimate.
Radar Screen – March 2023
Monthly publication providing ongoing analysis on companies with potential for a value-unlocking event
Companies discussed this month: Alphabet Inc. (GOOG), Amerco (UHAL), California Resources Corp. (CRC), Crown Holdings Inc. (CCK), Griffon Corp. (GFF), Hasbro, Inc. (HAS), IAC Inc. (IAC) JELD-WEN (JELD), Liberty Broadband (LBRDK), Lions Gate (LGF), Matthews (MATW), Natura & Co. Holding (NTCO), Par Technology (PAR), Penn National Gaming (PENN), RCI Hospitality (RICK), Tiptree Inc. (TIPT), Western Digital (WDC)
Spin-Off Calendar – March 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 – January 2023
Murray Stahl’s commentary on various investing themes and single stock recommendations.
European Spin-Off Compendium – February 2023
Murray Stahl’s commentary on various investing themes and single stock recommendations in Europe.
Bits & Pieces – March 2023
Covers mispriced stub securities, tracking stocks and other arbitrage opportunities.
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Rich Albanese
ralbanese@pcsresearchgroup.com
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