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UPDATE – The Scotts Miracle-Gro Co. (SMG)

SMG posts mixed (but roughly in-line) 1Q F2026 results & reaffirms F2026E guidance with leverage expected to be below 4x at year-end; expects to divest Hawthorne for an equity stake in Vireo in 2Q F2026; maintain $72 fair value estimate (FVE)

Today, before the market open, SMG reported 1Q F2026 results, which reflected a top-line decline of ~3.3% to $354.4 million (compared with consensus of $357.7 million) with adjusted EBITDA jumping to $3.0 million (up from $0.9 in the prior period and the consensus loss estimate of ~$11.25 million) as well as an adj. EPS loss from continuing operations of $0.83 (compared with a loss of $1.15 in 1Q F2025 and the consensus loss estimate of $0.97).  [Note: the fiscal first quarter is historically a loss-making period that ultimately comprises less than 10% of full-year results, on average, due seasonality.]

The company generated ~$78 million of free cash flow (FCF) in 1Q F2026 and ended the quarter with a net leverage ratio of 4.03x (compared with 4.52x in the prior period, 4.10x at year-end, ~6.0x at the end of F2023, its stepped-down covenant of 4.5x and its ~3.5x internal target.)  In terms of management’s balance sheet/cash flow guidance, the company expects to generate ~$275 million of FCF (compared with ~$274 million in F2025), which it expects to drive leverage down into the “high 3’s” at year end (see Exhibit 1 on page 2), even despite an elevated capital spending plan of ~$130 million (compared with ~$97.5 million, $84 million and ~$93 million in F2025-F2023, respectively), in part focused on increased automation of both manufacturing & back-office operations, as well as its better than ~4% annual dividend payout. The company also introduced a new, multi-year $500 million share repurchase program (nearly ~14% of the outstanding shares at current levels) that will be “phased” in through F2026 before ramping up into F2027 as leverage continues to decline.

Additionally, SMG reaffirmed “with full confidence” (and an anecdotal indication of conservatism) the rest of its initial F2026 financial guidance (see Exhibit 1 on page 2) calling for “low-single digit growth” in U.S. Consumer sales, an adj. gross margin of “at least 32%”, “mid-single digit” adj. EBITDA growth (compared with $581 million in F2025 & $510 million in F2024) and adj. earnings per share (EPS) of $4.15-$4.35 (compared with $3.74 in F2025 & $2.29 in F2024).

Notably, the company indicated that the company had signed a memorandum of understating (MOU) to contribute the remainder of Hawthorne, its cannabis-related subsidiary, in return for a reportedly ~13% stake in privately held Vireo Growth, Inc., which is a licensed operator across 10 U.S., including CA, FL, NY.  Anecdotally, management indicates the transaction, which is expected to close in 2Q F2026, will be immediately margin accretive (considering it is operating at roughly a breakeven level following a multi-year period of losses, including operating deficits of ~$14 million in F2024 and ~$48 million in F2023).  In conjunction with the pending transaction, the company took a non-cash, pre-tax impairment of ~$105 million (i.e., sale price less carrying value).

All told, our base case fair value estimate (FVE) for Scotts Miracle Gro (SMG) remains $72 per share, which assigns de minimis value to its remaining cannabis-related supply asset, Hawthorne, and accounts for corporate costs and net debt (see Exhibit 3 on page 3).

PCS Research Group welcomes and encourages your feedback.  Please feel free to call us if we can be of service.

ALERT – Eaton Corporation plc (ETN)

ETN to Separate its Mobility Group via a Tax-Free Spin-Off set for Completion in 1Q 2027

On January 26, 2026, Eaton Corporation plc (NYSE: ETN), a global “intelligent” power management company that is incorporated in Ireland but headquartered in Cleveland, OH, announced plans to spin-off its Mobility Group into a separate, publicly traded company via a tax-free spin-off that is expected to be completed in 1Q 2027, subject to customary conditions, including final Board approval. For context, the transaction, which management expects will be “accretive to Eaton’s organic growth and operating margin”, is a strategic step toward the company’s “2030 Growth Strategy” (described in more detail below) that also resulted in the divestitures of its Lighting and Hydraulics businesses in 2020 and 2021, respectively, and is ultimately aimed at sharpening ETN’s focus on its core Electrical & Aerospace businesses (where management sees attractive exposure to “powerful megatrends”, including electrification, digitalization/artificial intelligence (AI), reindustrialization, infrastructure spending and growth in aerospace & defense (A&D) demand, particularly in the after-market (on the latter front). The company intends to discuss the proposed transaction in more detail on its 4Q 2025 earnings conference call, which is scheduled for 11 a.m. (ET) on Tuesday, February 3, 2026.

Currently, Eaton operates five business segments: 1) Electrical Americas (~46% of consolidated 2024 sales and 56% of EBITDA); 2) Electrical Global (25% of sales and 19.5% of EBITDA); 3) Aerospace (15% of sales and 14.5% of EBITDA); 4) Vehicle (11% of sales and 9.5% of EBITDA); and 5) eMobility, which provides a range of engineered power solutions primarily to large original equipment manufacturers (OEMs) of auto, commercial and off-highway (e.g., construction) vehicle concerns  (3% of consolidated sales and ~0.5% of EBITDA in 2024).  In terms of near-term guidance, for full-year 2025E the company forecasts organic sales growth of 8.5%-9.5% with segment-level margins of 24.1%-24.5% resulting in adjusting earnings per share of $11.97-$12.17 (and GAAP earnings of $10.29-10.49 per share).  As it specifically relates to 4Q 2025, management projects organic top-line growth of 10%-12%, segment margins of 24.2%-24.6% and adjusted EPS of $3.23-$3.43 (with GAAP EPS of $2.75-$2.95). [Note: ETN expects to report 4Q 2025 and full-year 2025 results before the market open on February 3, 2026.]  Longer-term, the company’s so-called “2030 Growth Strategy”, which was laid out at an investor day in March 2025, targets compound annual (CAGR) organic growth of ~6%-9% as well 350-450 basis points (bps) of operating margin improvement over the next five years (i.e., 2024-2030), which management estimates will drive compound annual adjusted earnings per share (EPS) growth of >12%.

In terms of valuation, competitors to ETN’s core-Electrical business (i.e., Americas & Global) could include ABB Ltd. (ABBN SW) , General Electric (NYSE: GE), Honeywell International (NASDAQ: HON), Schnieder Electric (SU FP), Siemens AG (SIE GY) and Vertiv Holdings (NYSE: VRT), which trade, on average at ~21x 2026E EV/EBITDA, while the Aerospace systems segment could be compared with Honeywell Aerospace, Parker-Hannifin (NYSE: PH), which acquired Meggitt plc (formerly MGGT LN) in 2022 for ~16.3x adj. EBITDA (or ~10.9x, including synergies), Safran (SAF FP) and Woodward (NASDAQ: WWD), which trade, on average at ~20x 2026E EV/EBITDA.  The Vehicle segment competes with Allison Transmission (NYSE: ALSN), Cummins (NYSE: CMI) , Dana Inc. (NYSE: DAN), and Visteon (NASDAQ: VC), which trade, on average at ~8.5x 2026E EV/EBITDA, while the Mobility segment could broadly be compared with Continental AG (CON GY), Denso Corp. (6902 JT), TE Connectivity (NYSE: TEL) and Sensata Technologies (NYSE: ST), which trade, again, on average, at ~9.0x 2026E EV/EBITDA.  Applying a blended multiple of ~19.5x (reflecting segment valuations roughly in-line with segment peers) yields an enterprise value of ~$151 billion while accounting for projected net debt implies a preliminary sum-of-of-parts (SOTP) valuation of ~$142 billion or ~$363 per share (based on a diluted share count of ~390 million).

UPDATE – Qnity Electronics, Inc. (Q)

Q Shares Rally on Strong Results & Outlook From TSMC, a ~7% Customer; Maintain BUY with a FVE of $105 per share (up from $104 per share)

Today, Taiwan Semiconductor (2330 TT, NYSE: TSM), who is a ~7% customer of Q’s (second only to Samsung Electronics at ~11.5%; see Exhibit 1 on page 2), reported better than expected 4Q 2025 results, demonstrating ~20.5% year over year top-line growth (and ~5.7% sequentially) in the December-ending quarter.  (For the full-year TSMC sales were up ~36% year over year to $122.4 billion.)

As importantly, management signaled confidence in the durability of demand for its “leading edge” process technologies; to that end, the company projected sales would be up ~30% in U.S. dollar terms during 2026E and that the company expects it 5-year compound annual top-line growth rate (CAGR) to be ~25%

In terms of capital spending the company expects to deploy $52-$56 billion in 2026 (up from $40.9 billion in 2025 and $29.8 billion in 2024 and $167 billion over the last five years), which will be primarily (i.e., 70%-80%) allocated toward advanced process technologies with the remainder dedicated to specialty technologies (i.e., ~10%) and advanced packaging (i.e., 10%-20%).  Further, amid confidence in the underlying longer-term supply/demand dynamics of their industry, TSMC management indicated that its capital spending plans over the next three years are likely to be “significantly” higher than the previous three (and may, at least anecdotally, reach ~$200 billion in 2028-2030).

Recall, Qnity Electronics (NYSE: Q) was spun-off from DuPont de Nemours (NYSE: DD) on November 1, 2025 and began trading on November 3rd; broadly, Qnity (Q), the pre-spin Electronics business represented the relatively higher growth, higher margin business (i.e., 6%-7% and ~30%, respectively), albeit with a higher expected leverage profile (i.e., closer to 3.0x), as well as a lower committed shareholder return profile versus the former parent.

Broadly, the standalone business, which estimates its total addressable market as greater than $30 billion (growing at ~4%-5%), spans the so-called value chain of the semiconductor industry with solutions/materials for chip fabrication, advanced packaging, and printed circuit board (PCB) production (e.g., conductive metals, lithographic films, and flexible laminates).  It also includes assembly & display (e.g., electromagnetic or EMI shielding & thermal or heat management), where its investments in & reputation for innovation (e.g., R&D at ~7% of sales) along with the its breadth of services and long-standing customer relationships/collaborations (i.e., more than 35-years for many of its top-customers) position it to take advantage of what management views as two technology “megatrends.”  These are high-performance computing, fueled by AI & machine learning, cloud computing and the seemingly exponential proliferation of data (e.g., Moore’s Law & 3D stacking), as well as advanced connectivity, driven by the increasing demand for more connected/responsive devices, edge computing and autonomous driving systems (where heterogenous integration and miniaturization are key drivers).  In terms of end markets Q will be levered to growth in data centers/next-generation computing/AI, smartphones and the broader consumer electronics space, as well as the communications infrastructure, automotive (i.e., EV and autonomous) and industrial sectors.  By geography, Q generates nearly ~80% of sales in the Asia Pacific region, of which ~30% is in China, with the remainder stemming from the Europe, Middle East & African (EMEA), North American and Latin American regions (see Exhibit 1).

In terms of guidance, on a post-spin pro forma basis, Qnity projects consolidated full-year 2025E sales of ~$4.6 billion, implying ~7% year-over-year growth, with ~11% growth in adjusted EBITDA to ~$1.4 billion driven by ~100 basis points of margin expansion, to ~30%.  By segment, management expects Semiconductor Technology sales of ~$2.6 billion and adj. EBITDA of more than $900 million (or a ~36% margin), while Interconnect Solutions sales are projected to be ~$2.0 billion with adj. EBITDA of greater than $500 million (or a margin of ~26%).  Adjusted free cash flow is estimated to be ~$600 million, based on a capital spending budget of ~$250 million, and its net leverage ratio (at year-end) is contemplated at ~2.5x (see Exhibit 2 on page 3).

In terms of the medium-term financial outlook (i.e., 2025E-2028E; see Exhibit 2 on page 2), Qnity targets compound annual organic growth of ~6%-7%, or roughly 200 basis points above the underlying market,  driven by share/content gains, a higher-value mix shift toward areas such as semiconductor fabrication (or “semi fab”) consumables, advanced packaging & interconnects as well as thermal management, along with an adjusted EBITDA CAGR of ~7%-9% (see Exhibit 3 on page 3).

Our fair value estimate for post-spin Qnity Electronics (Q) is modestly revised to $105 per share (previously $104 per share) based on a ~16x blended multiple off on 2026E EBITDA while accounting for corporate costs and projected net debt (see Exhibit 4 on page 4).

Please see The Spin-Off Report dated October 8, 2025 and Updates from 10/16/2025,11/3/2025 and 11/6/2025 for more information.

UPDATE – Comcast Corporation (CMCSA)

Comcast (CMCSA) Completes the Spin-Off of Versant (VSNT); Based on Initial Trading Indications we Maintain our NEUTRAL Ratings on both Post-Spin Entities

Distribution: On January 2, 2026, at 11:59 p.m. (ET), Comcast Corporation (NASDAQ: CMCSA) completed the tax-free spin-off of 100% of Versant Media Group, Inc. (NASDAQ: VSNT).  Shareholders of record received one share (either Class A or B) of VSNT for every twenty-five shares owned of Comcast (CMCSA). 

Regular-way Trading & Indexation: Shares of VSNT (as well as post-spin CMCSA) commence so-called “regular way” trading this morning (January 5th). Comcast will remain a member of the S&P 500 index while Versant will replace Brandywine Realty Trust in the S&P Small Cap 600 index, as of the market open on January 6, 2026.

When-issued Trading: For perspective, in the so-called “when-issued” trading market shares of Versant (VSNTV) opened on 12/15, the first day of trading, at ~$55 per share (versus our initial $49 per share fair value estimate) before closing at $45.65 per share on relatively anemic volume of 4.65K shares. On 12/16, VSNTV shares closed at $27.45 per share on trading volume of nearly ~106K shares. In subsequent days, shares traded rather stagnantly around ~$47 per share on relatively anemic volume (of ~21.5K shares per day, on average) before closing on Friday January 2, 2026, at $46.65 per share (on a daily trading volume of 187.5K shares). 

Pre- & Post-spin Recommendations: Following our initial pre-spin NEUTRAL recommendation, shares of consolidated/pre-spin CMCSA appreciated ~6.1% (outperforming the S&P 500 and Russell 2000 by ~6.4% and ~7.1%, respectively).  In terms of our post-spin recommendation, amid an evolving/turbulent outlook for the telecom/media space broadly along with an admittedly “muddled” growth outlook at the parent and objectively challenging underlying fundamentals at the SpinCo specifically we remain cautious on both sides of this transaction, at least initially.  That said, given the obvious size disparity between SpinCo and its soon-to-be former parent, which will remain a member of the S&P 500 index while Versant will be moved to the S&P Small Cap 600 index, it seems logical to suggest there will be a degree of initial shareholder rotation (with the so-called “Big 3” passive managers collectively owning roughly 870 million shares or almost 24% of pre-spin CMCSA).  Also, beyond the standard rationale of increased strategic/management focus, improved/tailored capital allocation and allowing investors to better focus their investment dollars, it seems reasonable to suggest that, at least from the parent’s (and at least anecdotally, investor’s) perspective, the impending transaction is aimed at separating what could be deemed “legacy” cable assets, which have broadly been under pressure amid the ongoing “cord cutting” trend among consumers, as well as a rapidly changing operating/competitive landscape and are in secular decline.  This dynamic may potentially present the conditions for potential price dislocations that we will assuredly monitor in pursuit of an attractive entry point/trading opportunity, particularly relative to the standalone’s solid margin profile of better than ~30% and its robust cash flow generation (i.e., $1.0-$1.375 billion annually in 2025E-2026E), which along with a balance sheet that is expected to be initially levered at ~1.0x, could position the company to participate in industry consolidation opportunities (amid what we discern is viewed by both corporates & investors as a less stringent regulatory regime), as well as capital returns to shareholders via both dividends and share repurchases.  (On that latter front, the company contemplates a dividend equal to ~20% of FCF and a potential initial share repurchase program of ~$1 billion, subject to Board approval.)  All that said, at the current valuation we still find it difficult not to think that the impending transaction sets free a relatively sub-scale business into an industry with durable structural headwinds/issues.  For context on that front, Versant (i.e., SpinCo) generated pro forma sales of ~$7.1 billion, down ~5% year-over-year, with adjusted EBITDA of ~$2.4 billion in 2024.  For 2025, full-year sales are expected to decline ~6% to $6.6 billion, with adjusted EBITDA and free cash flow (FCF) down ~10% and ~15%, respectively, to $2.15 billion and $1.375 billion.  For full-year 2026, VSNT sales are expected to decline an incremental 3%-7% to $6.15-$6.4 billion, with adjusted EBITDA down ~7%-14% to $1.85-$2.0 billion and adjusted FCF of $1.0-$1.2 million.    

Post-spin, CMCSA (i.e., the parent) intends to concentrate on what it views as six core growth drivers, of which three are tied to “connectivity,” including wireless, broadband and business services, and the remainder being more “content” (or “experiences”) focused, such as theme parks, streaming and the studio business, which, which currently comprise ~60% of sales (up from ~50% several years ago) and are targeted to make up ~70% of sales over the “next couple of years,” being set against “more mature businesses that are obviously being managed for cash flow” resulting in an admittedly “muddled” growth profile in the near-to-medium term, which is a dynamic that could, again, in the absence of any transformative M&A activity, present a more attractive entry point at some point (either in initial trading or over the next several months). 

On pre-spin sum of the parts basis, we fairly valued CMCSA at $30 per share, consisting of $28 per share for the parent and $2 per share for VSNT.  On a post-spin basis, reflecting the one for twenty-five share distribution ratio, shares of Versant are valued at ~$49 per share (based on a diluted share count of ~156 million) with post-spin CMCSA remaining at $28 per share.  Considering initial trading indications we maintain our NEUTRAL ratings on both spin-entities but, as always, we will continue to monitor shares for potentially more attractive entry/trading points. 

Also, please see The Spin-Off Report dated December 12, 2025, for more information.

Unilever (ULVR LN) / Magnum Ice Cream (MICC) – UPDATE

ULVR Completes the Separation of MICC; Maintain Post-Spin NEUTRAL Rating on ULVR with a BUY Rating on MICC

On December 6, 2025, Unilever PLC (ULVR LN) completed the tax-free separation of its global Ice Cream division, The Magnum Ice Cream Company (TMICC). Shares of TMICC began trading on the Euronext Amsterdam, with secondary listings on exchanges in both London and New York, on December 8, 2025. Unilever shareholders received one share of TMICC for every five Unilever shares held, as per the agreed upon distribution ratio.

Objectively, TMICC is trading below the technical reference price of €12.80 set on December 5th and at a material discount to both consensus and our internal fair value estimate. In our view, the initial reset in share price reflects a number of near-term pressures/concerns, including the well-documented governance controversy at Ben & Jerry’s, passive investor rebalancing, and a broader market preference to see evidence of management’s ability to deliver on its margin expansion goals before assigning a higher multiple, particularly given the perceived trend toward healthier lifestyles (e.g., MAHA). On the first point, a recent Unilever-backed audit identified deficiencies in financial controls and governance at the Ben & Jerry’s Foundation, prompting Magnum to withhold funding and calls for board chair Anuradha Mittal’s resignation, which she has resisted amid claims that such a move would undermine the Board’s autonomy. For context, Ben & Jerry’s accounts for annual revenue of €1.1 billion (14% of Magnum’s global turnover) and the governance issues/internal acrimony have seemingly introduced an additional layer of uncertainty (although we still view the odds of a divestiture as low).

Reflecting updated prospectus disclosures, operational challenges, and the multi-year path to achieving Froneri-like margins, we apply a 20% discount to the Froneri transaction multiple of 12.6x, yielding a 10.1x EV/EBITDA target multiple for TMICC. Applying this to TMICC’s 2025E EBITDA of €1.3 billion implies an enterprise value of €13.2 billion.

Post-spin and share consolidation, Unilever is trading broadly in line with our £50.51 per-share revised fair value estimate (£48.43 at LSE), consistent with our earlier view that a structurally higher-margin, asset-light, premiumization-driven portfolio would prove more resilient at listing.

Importantly, post-spin trading dynamics have been broadly in line with our pre-spin expectations. To that end, we had advised existing Unilever shareholders to maintain positions, given the value-unlock catalyst and optionality from TMICC’s listing. We also noted that incremental investors were better served waiting for a more attractive post-spin entry point in TMICC, where early dislocations seemed likely. Current pricing confirms that stance. That said, in our view, TMICC now presents an attractive entry point for investors with medium to long-term view.

Please see the European Spin-Off Report dated October 22, 2025 for more information

Honeywell (HON) / Solstice (SOLS) – UPDATE

Upgrade SOLS to BUY (from NEUTRAL) with Shares Seemingly Attractively Priced Following Post-Spin Sell Off

Solstice Advanced Materials Inc, (NASDAQ: SOLS), completed its tax-free separation from Honeywell International Inc. (NYSE: HON) on October 29 2025; since that time, amid some degree of technical factors given the size disparity, which precipitated SOLS’s transition from the Dow Jones Industrial Average (DJIA) to the S&P 500, as well as, perhaps more importantly, the lack of, in our view, a natural shareholder constituency within the larger parent (i.e., Aerospace & Automation) shares have declined ~13.5% (underperforming the S&P and Russell indexes by ~10% and 8%, respectively).

In that context, with shares currently trading at ~7.0x 2026E EV/EBITDA, a multiple roughly in-line with low-margin peer Chemours (NYSE: CC) but a steep discount to what we view as its more relevant comparisons, namely Entegris (NASDAQ: ETNG) and Element Solutions (NYSE: ESI), which trade at ~16x and 12x, respectively, we think shares are attractively priced for a high-quality materials company with solid end-market exposures and relatively low leverage.

Recall, management re-iterated its 2025 guidance on its most recent conference call earlier this month (see Exhibit 1) and its “Medium-Term” targets continue to call for low-to-mid single digit top-line growth, a mid-single digit adjusted EBITDA CAGR, free cash flow conversion of greater than 70% (see Exhibit 2).  Capital expenditures are projected to be in the mid-single digits, as a percentage of sales, and the net leverage target is ~1.5x (roughly in line with current levels).

Our fair value estimate remains $59.50 per share, reflecting a blended multiple of 10.9x on 2026E EV/EBITDA as well as projected net debt of ~$1.6 billion and a diluted share count of ~160 million (see Exhibit 3 and Exhibit 4 on pages 2 and 3).

Please see the Spin-Off Report dated October 14, 2025, and the Updates from October 16, 2025 and October 30, 2025, for more information.

UPDATE – Topgolf Callaway Brands (NYSE: MODG)

MODG agrees to sell a 60% majority stake in its Topgolf business to private-equity firm Leonard Green in a transaction expected to net ~$770 million in proceeds and close in 1Q 2026; withdraw recommendation/close coverage, as of today’s market close

This morning, before the market open, MODG announced a definitive agreement to sell a 60% majority stake in its Topgolf entertainment venue business, including the Toptracer technology platform, to private equity firm Leonard Green & Partners (LPG). The transaction, which was unanimously approved by MODG’s Board, values the business at ~$1.1 billion and is expected to result in net cash proceeds of ~$770 million for RemainCo.

The deal, which we note was speculated about in the Wall St. Journal late last week, is expected to close in 1Q 2026, subject to customary conditions (of which financing is not one as LPG has secured all the required capital commitments).

Notably, upon closing, the company will change its corporate moniker to Callaway Golf Company as well as its trading ticker symbol to CALY (while remaining listed on the New York Stock Exchange or NYSE).

Recall, MODG had been pursuing a dual track (spin/sale) process for TopGolf, which was announced in September 2024; in that context, it is our perception that the spin-off option was likely the least favored by investors while a full sale was likely viewed as the best outcome. For its part, management thinks its decision to maintain an equity stake leaves room for incremental upside given LPG’s deep experience with unlocking value at high-growth consumer brands.

In our view, investors will likely be keenly awaiting specific capital deployment plans for the ~$770 million in expected net proceeds, which, without management having provided any tangible specifics on this morning’s conference call, broadly encompass debt reduction as well as returns to shareholders via dividends (or maybe a potential special dividend).

For context, the company ended 3Q 2025 with net debt of $2.226 billion (versus $2.54 billion in the prior period), implying a leverage ratio of 3.8x (versus 4.6x in 3Q 2024) and a REIT adjusted leverage ratio of 1.4x (compared with 2.4x). Anecdotally, management indicates that while MODG will retain the term loan all venue-related liabilities will be assigned to Topgolf, leaving post-sale RemainCo with “minimal” net debt (and substantial flexibility).

Given today’s announcement and the proximity of shares to our fair value estimate, we will withdraw our recommendation/close coverage of MODG, as of today’s market close.

For context, shares returned ~35.5% since our initial recommendation in January 2025 (outperforming the S&P 500 and Russell 2000 by 26% and 34%, respectively).

 

PCS Research Services welcomes and encourages your feedback. Please feel free to call us if we can be of service.

UPDATE – Topgolf Callaway Brands Corp. (MODG)

MODG to Sell a 60% Majority Stake in Topgolf to Leonard Green & Co. in a Transaction that is Expected to Net ~$770 million in Proceeds and Close in 1Q 2026; Drop Coverage, Effective Immediately  

This morning, before the market open, MODG announced a definitive agreement to sell a 60% majority stake in its Topgolf entertainment venue business, including its Toptracer technology platform, to private equity firm Leonard Green & Company. 

The transaction, which was unanimously approved by MODG’s Board, values the business at ~$1.1 billion and is expected to result in net cash proceeds of ~$770 million to the company. 

Upon closing, which is expected to occur in 1Q 2026, the company will change its corporate moniker to Callaway Golf Company as well as its trading ticker symbol to CALY (while remaining listed on the New York Stock Exchange or NYSE).

Recall, MODG announced a tax-free spin-off for the Topgolf business in September 2024 but has subsequently been pursuing a dual track (i.e., spin/sale) process.

Given today’s announcement, which obviously comes in lieu of the aforementioned potential spin-off transaction, The Spin-Off Report will drop coverage of Topgolf Callaway Brands Corp. (NYSE: MODG), effective immediately.

(Please see The Spin-Off Alert dated 9/4/2024 or visit hiddenopportunites.report to review our Hidden Opportunities coverage of the name.)

ALERT – Stora Enso Oyj (STERV FH, STEAV FH)

Stora Enso Plans Separation of Swedish Forest Assets with a Separate Listing Expected in 1H 2027 (and a Formal Announcement in 2H 2026)

On November 14, 2025, Stora Enso Ojy, a Finnish-based forest industry conglomerate, which is listed on the NASDAQ exchanges in both Helsinki and Stockholm, announced the completion of a strategic review (initiated in mid-June 2025) that has resulted in the company moving forward with plans to prepare for the separation of its remaining Swedish forest assets into a new, publicly traded company via a statutory partial cross-border demerger. The transaction is expected to be formally announced in 2H 2026 and ultimately completed in 1H 2027, subject to customary approvals, including shareholder consent, final Board approval, regulatory guarantees as well as favorable prevailing market conditions. The company intends to hold a Capital Markets Day on November 25, 2025, in London (with a separate forest-focused event contemplated for 2026). Notably, the separation plan is indicated to be supported by both Solidium Oy (a government-sponsored asset manager) as well as FAM AB (an investment company representing the interests of the Wallenburg family), which collectively control ~21% of the company’s outstanding shares and ~55% of the voting rights (via a dual class share structure).

Concurrent with the Swedish Forest announcement, Stora Enso also announced the initiation of a strategic review of its Central European sawmills & building solutions operations, which is a process that is expected to play out over the course of 2026. The assets under review will include certain areas of the Wood Products segment, including seven sawmills across Austria, The Czech Republic, Poland and Lithuania as well as processing units at three cross-laminated-timber mills (CLTs) along with wood procurement and international sales & distribution networks.

Currently, Stora Enso operates six segments: 1) Packaging Materials (~46% of consolidated sales); 2) Packaging Solutions (~11% of revenue); 3) Biomaterials (~14% of sales); 4) Wood Products (15% of revenue; 5) Forest (~13% of sales); and 6) Other (~1% of consolidated sales). The Swedish Forest assets contemplated to be separated would seemingly become the largest publicly listed, pure-play forest business in Europe and be comprised of 1.2 million hectares of forest land (in Sweden) that management indicates had an estimated fair value of ~€5.7 billion as of the end of 3Q 2025. [For our part, we note that this internal valuation is broadly supported by the company’s September 2025 sale of ~175,000 hectares of forest land, representing a~12.5% of the total, for €900 million (while still retaining a ~15% stake in the new company). Management asserts that the standalone company offers investors a distinct class of assets with expected long-term value appreciation, noting that over the last 30 years Swedish forest assets have appreciated ~7% annually (while also offering stables cash flows).

In terms of the company’s full year 2025E outlook, without providing specific financial metrics, management’s initial commentary was that it expected that market demand would remain subdued/challenged over the course of the year, in part driven by low consumer confidence as well as heightened macroeconomic & geopolitical uncertainty. On the ramp of a consumer container board line at the Oulu facility (in Finland) the company projected the site would reach “EBITDA break-even” by year-end with the line achieving full capacity in 2027. More recently, along with its mid-year results management opined that “markets remain challenging, with low consumer confidence” and while the “direct impact of the US tariffs remains modest as Stora Enso’s direct sales to the USA account for only just below 3% of total group sales” the “indirect effects, such as weakening consumer confidence and an increase in Chinese exports to Europe, continue to weigh on the markets. On a segment basis, management indicated that “market demand for pulp remains weak” although market prices are “stable at low levels”. Similarly, demand for wood products remains low, reflecting weakness in the European construction market and the margin impact of increasing input costs. The Forest segment was expected to continue “to deliver solid financial performance”.

In terms of valuation, the company’s consumer board and packaging businesses could be compared with Graphic Packaging (GPK US), Huhtamaki (HUH1V FH), International Paper (IP US), which acquired DS Smith in February 2025, Metsa Board (METSA FH), Mondi Plc (MNDI LN), Smurfit Westrock (SWR LN), and Norske Skog (NSKOG NO), which trade at ~7.5x 2026E EV/EBITDA (in a range of 6x-9x). Comparable pulp competitors could include Klabin SA (KLBN11 BZ), Navigator Co. NVG PL), and Suzano SA (SUZb3 BZ), which trade at ~5.5x (in range of 5.0x-6.0x), while comparables to the wood products business could include Rayonier Inc. (RYN US), West Fraser Timber Co. (WFG CN), and Weyerhaeuser Co. (WY US), which trade at 13.5x (in a range of 8.0x-17x). The biomaterials business could be imperfectly compared with renewable energy companies, such as Scatec ASA (SCATC NO) and Orron Energy (ORRON SS), which trade in a wide range of 8x-19x 2026E EV/EBITDA.

All told, applying a blended multiple to the company’s packaging and renewable products businesses of ~7.5x along with the company’s forest land assets at net book value while accounting for total net debt as well as minority interests yields a preliminary sum-of-the parts value of €8.75 billion or €11 per share (based on a diluted shared count of ~790 million).

UPDATE – ECN Capital Corp. (ECN)

ECN to be acquired for C$3.10 per share in cash by an investor group led by Warburg Pincus; close coverage as of today’s market close

Last night, after the market close, ECN announced a definitive agreement to be acquired by an investor group, led by private-equity firm Warburg Pincus, for C$3.10 per share in cash, which values the company at an enterprise value of ~C$1.9 billion.

The transaction, which is the result of a strategic review that began in March 2023 and still requires approval from 66.6% of shareholders at a Meeting scheduled for January 2026, was unanimously approved by both ECN’s Special Committee and Board of Directors.

The transaction includes a non-solicitation provision (for ECN) albeit with “fiduciary out” provisions allowing the company to accept a “superior proposal” but also allows the purchaser the “right to match”. The termination fee (for ECN) is C$35.4 million while the reverse termination fee is C$53.1 million.

Given this purchase announcement, we will close coverage of the company, as of today’s market close.

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