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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.

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

UPDATE – Topgolf Callaway Brands (MODG)

MODG reports 3Q 2025 results, with Topgolf’s same venue sales inflecting positive for the first time since 1H 2023; 2025E Sales & Adj. EBITDA Guidance, ex-divestitures, Raised (for both TopGolf & the company overall)

Last night, after the market close, MODG reported 3Q 2025 results, which, excluding the impact of the sale of the apparel brand Jack Wolfskin (JW) for ~$290 million in June 2025, demonstrated a sales increase of ~3% (or down ~8%, including JW) to $934 million (compared with consensus of $905.5 million) along with a ~4% decline in adj. EBITDA to $144.6 million (compared with consensus of $88 million).  Importantly, Topgolf’s same venue sales inflected positive during 3Q 2025, albeit at just 1%, for the first time since 1H 2023, which along with guidance is a dynamic that should fuel optimism in near-term trading.

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).

On a consolidated basis, the company raised its full-year 2025E top-line guidance to $3.9-$3.94 billion (from $3.8-$3.92 billion) with adjusted EBITDA of $490-$510 million (up from $430-$490 million).  At Topgolf specifically, the company expects sales of $1.77-$1.79 billion (increased from $1.71-$1.77 billion), on a full-year same venue sales decline in the “mid-single digits” (previously a 6%-9% decline) with adjusted EBITDA of $295-$305 million (up from $265-$295 million).

On the dual track (spin/sale) process for TopGolf front, which we remind investors was announced in September 2024 with an initial expectation of completion in late-2025 but has been more recently pushed out until 2026 due to the departure of former CEO Artie Starr (who assumed the helm at Harley-Davidson) management commented on this morning’s conference call, “we’re continuing to be fully engaged in that and committed. We continue to evaluate both a spin and a sale. Unfortunately, no update on timing at this point. The timing was impacted by the CEO transition, but I feel good about that process. And it’s probably also worth mentioning that the improved results and outlook should be positive for value creation, whatever the final outcome is.”

Relatedly, we would note that in late-October it was reported by Bloomberg that the company was exploring the potential sale of its Callaway golf equipment brand, which is a development that comes in the context of the sale of its Jack Wolfskin athletic apparel brand to ANTA Sports for $290 million in cash in June 2025 (which, by our calculation, valued the business at ~21x 2025E adj. EBITDA and 0.8x sales).

Our base case fair value estimate (FVE) for MODG remains $11.00 per share, reflecting a blended multiple of ~8.5x multiple on our 2026E adjusted EBITDA of ~$523.5 million and net debt of ~$2.2 billion (see Exhibit 1 on page 2).

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

UPDATE – Dupont de Nemours, Inc. (DD)

NewDD Reports Roughly “In-Line” Standalone 3Q 2025 Results; Adjusts 2025E Guidance on Currency Fluctuations; Announces a $0.20 per share Quarterly Dividend as well as a $500 Million Accelerated Share Repurchase (ASR) Program (Amid a Wider $2 Billion Buyback Authorization); Maintain BUY & $48 per share Fair Value Estimate (FVE)

This morning, before the market open, DuPont de Nemours, Inc. (NYSE: DD), which completed the tax-free spin-off of Qnity Electronics  (NYSE: FTV) on November 3rd, reported 3Q 2025 results, its first as a standalone entity, demonstrating net sales growth of ~7% to $3.1 billion, on ~5% growth at Industrial and ~11% at Electronics, with operating EBITDA of ~$840 million and adjusted EPS of $1.09. 

The company updated its full year 2025E post-spin standalone guidance, which calls for sales of $6.84 billion with adjusted operating EBITDA of $1.6 billion, implying a ~23.4% margin, and adjusted EPS of $1.66 (compared with $1.43 in the 2024; see Exhibit 1 on page 2).

Notably, the company also formally declared its initial quarterly dividend of $0.20 per share (in line with the company’s previously articulated payout ratio target of 35%-45%), which is payable on December 15th to shareholders of record on November 28th.

As well, the company announced a new $2.0 billion share repurchase authorization (or ~5% of the outstanding shares at current levels), on which the company intends to “imminently” deploy $500 million toward a so-called accelerated share repurchase program (ASR) to be executed at prevailing market prices.

In terms of the medium-term financial outlook (i.e., 2025E-2028E; see Exhibit 2 on page 2), the company, on a consolidated basis, continues to project post-spin compound annual (CAGR) organic growth of 3%-4%, reflecting ~5% growth at Healthcare & Water along with ~2% growth at the Diversified Industrials segment, implying 2028E sales of ~$7.5-$7.75 billion, by our calculation, with 150-200 basis points of adj. operating EBITDA margin expansion, driven by leverage to sales growth (~110 bps), standard cost reductions (~40 bps) and productivity improvements in excess of inflation (~0-50 bps), implying adj. 2028E EBITDA of ~$1.9 billion.  Adj. EPS is expected to improve at a compound annual rate of ~8%-10%, not including incremental capital allocation activities, over the next three years, implying 2028E EPS, again, by our calculation, of ~$2.50-$2.65 (as well as that every ~1% growth in sales seemingly yields nearly 2% of EPS growth).  Anecdotally, with respect to cadence, management expects top-line growth, ex-acquisitions, to be relatively linear and that margin improvement, if anything, is likely more heavily weighted to the first two years of its forecast. 

All told, as stated in conjunction with the spin-off transaction’s completion earlier this week that while we see upside for both the post-spin DD and Qnity entities it appears to our mind that momentum aside NewDupont (post-spin DD), the comparatively slower growing, at least from a top-line perspective (i.e., 3%-4%), and lower-margin (i.e., ~23.5%) concern, albeit with less capital intensity (i.e., cap ex at 3% of sales and free cash flow conversion of ~90%), higher levels of committed capital returns (i.e., a dividend payout ratio of 35%-45%), as well as a lower leverage profile (i.e., less than 2.0x), is the more attractively mis-priced security on a relative basis.

Our fair value estimate for post-spin DuPont (NYSE: DD) remains $48 per share based on a ~13.5x blended multiple on 2026E EBITDA while accounting for corporate costs and projected net debt (see Exhibit 3 on page 3).

Please see The Spin-Off Report dated October 7, 2025 and Updates from 10/16/2025 and 11/4/2025 for more information.

UPDATE – Ralliant Corp. (RAL)

RAL Tops Consensus in 3Q 2025; Commentary Seemingly Supports Our View of a Gradual Cyclical Recovery at T&M (with On-Going Strength at S&S); Shares Still Look Attractively Priced Off Trough Earnings (as well as RAL’s Overall Exposure to Secular Growth Areas, such as Electrification and Space & Defense)  

Last night, after the market close, Ralliant Corp. (NYSE: RAL), which completed its tax-free separation from Fortive Corp. (NYSE: FTV) in late June 2025, reported 3Q 2025 results with sales roughly flat year-over year (but up 5% sequentially) to $529 million (compared with consensus of $521 million and guidance of $513-$527 million) with adjusted EBITDA of $107.9 million (versus consensus of $101.5 million and $140.9 million in 3Q 2024), on a margin of ~20.4% (down 610 bps year over year but ahead of management’s 18%-20% guidance). Adjusted EPS were $0.60 (compared with consensus of $0.57, guidance of $0.53-$0.60 and $0.95 in the prior period). Free cash flow (FCF) was $126.6 million (versus consensus of ~$57 million and $131.9 million in 3Q 2024).

By segment, Sensors & Safety Systems (S&S) segment sales, which enjoys myriad secular tailwinds (e.g., grid monetarization and defense & space) and comprises ~60% of sales, were up 11% year over year (and 5% sequentially) to $326 million with adj. EBITDA up 9% to $94 million (on a 25 basis point deterioration in margin to 28.7%) while sales in the more cyclical/seasonal (as well as volume sensitive) Test & Measurement segment fell 14% year over year (but were up 6% sequentially) to $203 million with adjusted EBITDA of $28 million (down nearly 50%) on a margin of 13.8% (which was down 960 bps year over year but up 480 bps sequentially).

RAL ended 3Q 2025 with net debt of $884.4 million, including $264 million in cash and debt of $1.486 billion, implying a net leverage ratio (per its credit agreement) of ~1.9x (within the company’s long-term target of 1.5x-2.0x).  The company expects to make a ~$35 million tax-related payment (the last) to its former parent in 4Q 2025 and is poised to pay out a $0.05 per share dividend (or $5.7 million) on December 23rd; as well, the company remains authorized to repurchase ~$200 million worth of shares (roughly 4% of the outstanding shares at current prices).

In terms of guidance, management provided a 4Q 2025E outlook (see Exhibit 1 on page 2) calling for consolidated quarterly sales of $535-$550 million (compared with current consensus of ~$544 million), implying a low-to-mid digit sequential increase, with an adj. EBITDA margin of 20%-21% (roughly consistent with 3Q 2025) and adj. EPS of $0.62-$0.68 (versus current consensus of $0.66).  For context, 4Q 2025 guidance is based on several underlying assumptions, including that sales will continue to “gradually improve” with “consistent” growth in S&SS and T&M sales trends “in line” with normal seasonality, along with interest expense of $16-$18 million, an adj. effective tax rate of 17%-19%, and a diluted share count of 113.5-114.0 million.  Free cash flow conversion is expected to be “<95%” in the December quarter (but still greater than 100% for the full year). 

While not yet providing specific 2026E guidance, management articulated some perspective on the seasonality/cadence of standalone RAL’s business, including the fact that March-quarter is typically the trough of annual results (with a mid-to-high single digit sequential top-line decline compared with the December-quarter along with a ~200-300 basis point sequential decline in the adj. EBITDA margin.  Post spin-off interest expense is trending at ~$16 million per quarter and annual capex is expected to be ~2%-3% of sales, given on-going capacity expansion plans, looking into 2026.

In the medium-term, the company has articulated the expectation (at its 2025 Investor Day) that post-spin Ralliant would post “through cycle” compound annual top-line growth of 3%-5% (comprised of ~3% organic growth along with a ~1% tailwind from potential tuck-in M&A) with a consolidated margin profile in the “low-to-mid 20%s”, including a T&M margin in the “mid-teens to low-20%s” and an S&S margin in the “high-20%s”.  In terms of cash flow, working capital and capital expenditures are expected to comprise less than 10% and roughly 2% of sales, respectively, resulting in a 95%-plus free cash flow (FCF) conversion rate and more than $1 billion of cumulative FCF generation through 2028E (see Exhibit 2 on page 3).  Again, the company’s near-term capital allocation priorities remain focused on shareholders returns, primarily share repurchases along with a “modest” dividend, and lastly on opportunistic tuck-in acquisitions.

Recall, as part of our upgrade (see the note dated 9/18/2025) we highlighted that a portion of RAL’s underlying business, primarily within the Test & Measurement (T&M) segment, is in the midst of a relatively prolonged (but flattening to inflecting) cyclical downtrend (from both a top-line & margin perspective); in that context, while shares have outperformed since our recommendation the stock is still down mid-teens on an absolute basis  (and mid-to-high 20%s on a relative basis) since the spin-off and that with shares trading at ~13x 2026E EV/EBITDA and ~16.5x 2026E EPS, a notable discount to all relevant peers, we continue to see shares as attractively priced, particularly off what we view as trough earnings and ahead of what is expected to be cyclical recovery in looking into 2026E-2027E (following a roughly two-year period of consecutive quarters of year-over-year organic sales declines that have left industry-wide T&M volumes ~25% below 2023 levels).  

On a comparative basis, the higher-margin Sensors & Safety Systems (S&S) segment, which we note accounts for ~60% of consolidated sales at RAL, has posted relatively steady (albeit modest) core growth over the last several years. So while we are admittedly only modeling a relatively gradual slope of top-line improvement looking in 2026E (as opposed to a more V-shaped recovery) it strikes us that the risk to our numbers is likely to the upside, particularly given the depth/length of the downturn at T&M as well RAL’s exposure to secular demand trends, including grid modernization/new power demand, space & defense and electrification, among others (see Exhibit 3 on page 5).  Moreover, considering that incremental margins on organic growth have historically (i.e., pre-spin) ranged in the 45%-50% area management’s current 30%-35% commentary/target could prove somewhat conservative.

All told, our fair value estimate (FVE) for post-spin Ralliant Corp. (NYSE: RAL) remains $54 per share reflecting a ~15.5x 2026E EV/EBITDA multiple (or ~20.5x 2026E EPS) and accounting for corporate costs and projected net debt (see Exhibit 4 on page 4).

Please see the Spin-Off Report dated June 12, 2025, and Updates from 6/30/2025, 8/12/2025 and 9/18/2025, for more information.

UPDATE – TriMas Corporation (TRS)

TRS to sell its Aerospace business to Tinicum (and Blackstone) for $1.45 billion (or ~18x TTM EBITDA) 

Today, TRS announced an agreement to sell its TriMas Aerospace business, which produces highly engineered fasteners, bolts, rivets, screws, and machine parts for the aerospace industry under brands including, among others, Monogram, Allfast, Mac Fastners, RS, Weldmac, Martinic and TFI Aerospace, to Tinicum L.P. (with Blackstone as a minority investor) for $1.485 billion (versus our admittedly conservative after-tax estimate of ~$955 million), implying a purchase price of ~18x trailing-twelve month EBITDA (compared with our conservative forward multiple of 10.5x). The deal is expected to close by the end of 1Q 2026. 

Tinicum L.P., which according to its website generates ~$3.1 billion in annual sales and has a combined enterprise value to nearly $9 billion (along with 13,500 employees) is a privately-held platform company that is organized around four sectors: 1) Engineered Products; 2) Industrial Distribution & Services; 3) Industrial Software & Technology; and 4) Specialty Infrastructure.

Post-closing, NewTriMas will be focused on its core packaging business and has established a Strategic Investment Committee to evaluate both potential accretive/strategic acquisitions as well as other options to return cash to shareholders and/or bolster its balance sheet.

On the latter front, TRS ended 3Q 2025, with net debt of $373.4 million, including $33.6 million of cash & debt of ~$373.4 million, and a net leverage ratio of 2.2x (compared with 2.4x at the end of 2Q 2025, 2.6x at year-end 2024 and its 4.0x covenant) as well as no significant maturities until 2029.

While we ascertain more granular information on the expected after-tax proceeds, our base case fair value estimate for TRS remains $39 per share, reflecting a blended multiple of ~10x on 2026E adj. EBITDA as well as projected net debt (with bull & bear cases of $44 and $35 per share, respectively; see Exhibit #2 on page 2).

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

UPDATE – Kenvue Inc. (KVUE)

KVUE to be acquired by KMB in a cash & stock deal valuing the company at ~$48.7 billion; the transaction is expected to close in 2H 2026

This morning, before the market open, Kenvue Inc. (NYSE: KVUE) announced an agreement to be acquired by Kimberly-Clark Corporation (NASDAQ: KMB), a global health & hygiene company, in a cash & stock deal valuing the company at $48.7 billion, implying a ~14.3x trailing-twelve month adj. EBITDA multiple (or ~8.8x, including ~$2.1 billion of anticipated synergies).

In terms of specifics, KVUE shareholders will receive $3.50 per share in cash and 0.14625 shares of KMB, which, as of Friday’s market close, implied total consideration of $21.01 per share.  Upon closing, KVUE shareholders will own ~46% of the combined company with KMB shareholders will own the remaining 54%.  Also, three of KVUE’s current Board members will join NewKMB’s Board of Directors.

The transaction is expected to close in 2H 2026, subject to shareholder & regulatory approvals as well as other customary closing conditions.  (Notably, the deal parameters include a $1.14 billion termination fee.)

Concurrent with the announcement, KVUE also issued 3Q 2025 results while maintaining its full-year 2025E outlook calling for organic net sales to be down “low-single digits” along with a year-over-year “decline” in the adj. operating margin and adj. EPS of $1.00-$1.05 (assuming a “low-single digit” headwind from currency).

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

Dupont de Nemours (DD) / Qnity (Q) – UPDATE

DuPont Completes the Tax-Free Separation of Qnity Electronics; Rate Post-Spin DD and Q at BUY, Based on Initial Trading Indications

Distribution: On November 1, 2025, DuPont de Nemours (NYSE: DD) completed the tax-free spin-off of 100% of Qnity Electronics, Inc. (NYSE: Q).  Shareholders of record received one share of Q for every two shares owned of DuPont (DD). 

Regular-way Trading & Indexation: Shares of Q (as well as post-spin DD) commence so-called “regular way” trading this morning (11/3). Dupont will remain a member of the S&P 500 index while Qnity is set to join the benchmark (replacing Eastman Chemical), before the start of trading on November 4, 2025, which likely mutes potential index-related dislocations in initial trading.

When-issued Trading: For perspective, in the so-called “when-issued” trading market shares of Qnity (Q-WI) closed on 10/27, the first day of trading, at ~$94 per share (versus our initial $96 fair value estimate) on volume of 70K shares. In subsequent days, the shares fluctuated between ~$93.50-$95.00 per share (on average volume of ~160K per day) before closing on Friday (10/31) at $95.00 per share (on volume of more than 280K shares) with initial pre-market indications pointing to a relatively orderly opening price of $94-$95 per share.  For its part, when-issued trading in post-spin DuPont (DD-WI) closed on 10/27 at ~$34 per share (versus our initial $48.50 fair value estimate) on volume of ~81K shares.  In subsequent days, the shares traded in a similarly tight range between $34-$45 per share (on average daily volume of ~255K shares) before closing on 10/31 at $34.19 (on volume of ~445K shares) with initial pre-market indications also pointing to a relatively orderly open around ~$34.50-$35 per share.

Pre- & Post-spin Recommendations: Following our initial pre-spin BUY recommendation earlier this month, shares of consolidated/pre-spin DD appreciated ~5% (outperforming the S&P 500 and Russell 2000 by ~1.5% and ~4.0%, respectively).  In terms of our post-spin recommendation, our sense of investor sentiment/enthusiasm, while clearly anecdotal, decidedly sides with Qnity (Q), the pre-spin Electronics business, which represents 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 (i.e., a ~10% dividend payout ratio and a free cash flow conversion ratio of ~65%) and a non-investment grade (i.e., BB+) credit rating.  In that context, it does appear that our perception is, to some degree, being tangibly expressed in initial trading indications (i.e., $94-$95 per share); that said, we continue to see excess medium-term upside for shares amid both cyclical (i.e., wafer starts) and secular (i.e., materials content) tailwinds for what will now be a pure-play semiconductor materials business. On the other hand, at least based on initial trading indications, it appears that NewDupont (post-spin DD), the comparatively slower growing, at least from a top-line perspective (i.e., 3%-4%), and lower-margin (i.e., ~23.5%) concern, albeit with less capital intensity (i.e., cap ex at 3% of sales and free cash flow conversion of ~90%), higher levels of committed capital returns (i.e., a dividend payout ratio of 35%-45%), as well as a lower leverage profile (i.e., less than 2.0x), may perhaps be the more attractively priced security, again, based on initial trading indications.  That said, all told our initial take is that upside exists on both sides of the transaction; thus, we maintain BUY ratings on both post-spin DD and Q (see Exhibit 1 on page 3).  (Again, post-spin DD will remain in the S&P 500 index and Q is set to join the index before the start of trading tomorrow, November 4th.)

Also, please see The Spin-Off Report dated October 7, 2025 for more information.

UPDATE – NPK International (NPKI)

NPKI reported solid 3Q 2025 results & modestly raised full-year guidance for the 3rd time this year; net cash balance continues to grow while funding share repurchases and high-return investments in rental fleet expansion (due to higher expected demand in 2026); fair value estimate increased to $13.50 per share

Last night, after the market close, NPK International (NYSE: NPKI) reported 3Q 2025 results with sales from continuing operations up ~56% to $68.8 million (versus consensus of $57.8 million), driven by strength in demand for rentals of its core-composite matting products (particularly among utility & critical infrastructure customers).  Adj. EBITDA more than doubled to $15.4 million (in-line with consensus) on 530 basis points of margin expansion to 22.3% (despite incremental transportation costs due to surges in customer demand) while EPS were $0.07 (in-line with consensus).

The company ended 3Q 2025 with net cash of $26.1 million (up ~$10 million sequentially), including ~$35.6 million of cash and ~$9.5 million of debt.  Notably, the company repurchased 0.4 million shares for $3.4 million (or an implied price of ~$8.45 per share), which, we note, comes after repurchasing ~3% of the outstanding shares during 1H 2025.   For context, NPKI has ~$92 million remaining on a $100 million buyback authorization (which at current prices equates to ~10% of the outstanding shares).

On the longer-term capital allocation front, management indicates that with a growing net cash balance it will continue to repurchase shares and that it is also “actively evaluating several core inorganic opportunities that increase our market coverage, value and relevance to customers in key critical infrastructure markets”. 

In terms of guidance (see Exhibit 1 on page 2), management increased (for the 3rd time) its full-year 2025E outlook, which currently calls for full-year 2025E sales of $268-$272 million (up from its previous and initial guides of $250-$260 million and $230-$250 million, respectively) with adj. EBITDA of $71-$74 (up from its previous and initial targets of $68-$74 million and $60-$70 million, respectively).

Anecdotally, the company indicated the expectation that rental & services revenue should grow in the “mid-20%s” for the full year (versus its prior commentary of “high-teens to low-20%s”), with product sales up in the “high-teens” (versus its prior commentary of 10%-15%).

Full-year 2025E capital spending is expected to be in the $45-$50 million range (up from $35-$40 million previously) with the increase in response to a greater than expected demand outlook for 2026.  For context, NPKI has increased the size of its composite matting rental by fleet by ~13% year-to date (compared with ~14% in 2024) and, anecdotally, management responded to a query on this morning’s conference call as to whether the capex spend on fleet expansion should track relatively proportionally with top-line growth by indicating, “over the long-term, it should” albeit with potential short-term variability (up or down) from fluctuations in utilization. [Note: the cash-on-cash returns from fleet investment have historically been ~25%-plus.]

While not providing specific 2026E guidance, the company stated on its earnings call that amid “a multi-year capital cycle for our utility customers and sustained market conversion from timber to composite” (along with its capacity expansion plans) NPKI should be able to “continue to deliver double-digit growth in 2026 and beyond”.

Our base case fair value for NPKI (formerly NR) moves to $13.50 based on a 12.5x multiple of 2026E adjusted EBITDA, while accounting for corporate costs and projected net debt/cash (see Exhibit 2).  [Note: NPKI changed its corporate moniker from Newpark Resources (old ticker NR) in December 2024 following the sale of its Fluid Systems (or oil field services) business and, more recently, in late-May 2025 changed its Global Industry Classification Standard (GICS) classification to Industrials/Capital Goods/Trading Companies & Distributors (from oil field services).

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UPDATE – Honeywell International Inc. (HON)

Honeywell Completes the Tax-Free Separation of Solstice Advanced Materials; Rate Post-Spin HON at BUY & Post-Spin SOLS at NEUTRAL 

Distribution: On October 29, 2025, at 12:01 a.m. (ET), Honeywell International Inc. (NYSE: HON) completed the tax-free spin-off of 100% of Solstice Advanced Materials Inc. (NASDAQ: SOLS).  Shareholders of record received one share of SOLS for every four shares owned of Honeywell. 

Regular-way Trading & Indexation: Shares of SOLS (as well as post-spin HON) commence so-called “regular way” trading this morning.  Honeywell will remain in the Dow Jones Industrial Average (DJIA) while Solstice is set to join the S&P 500 (as of today, October 30th), which likely mutes potential index rotation to some degree we suspect that shares may take a period to find/accumulate its core underlying shareholder base as a standalone.  To that end, we discern that, by and large, the Advanced Materials business (now SOLS) was not necessarily core to the average HON owner’s investment thesis.

When-issued Trading: For perspective, in the so-called “when-issued” trading shares of Solstice (SOLSV) opened on 10/20 at ~$58 per share (versus our initial $63 fair value estimate) before closing at $48.40 per share (on volume of nearly 275.75K shares) In subsequent days, the fluctuated between ~$46-$50 per shares (on average volume of ~330K per day) before closing last night (10/29) at $49.25 per share (on volume topping 7.5 million shares) with initial pre-market indications pointing to an open price in the low-$50s (i.e., $51.50 per share).

Pre- & Post-spin Recommendations: Following our initial pre-spin BUY recommendation earlier this month, shares of consolidated/pre-spin HON appreciated ~5% (outperforming the S&P 500 and Russell 2000 by ~1.5% and ~4%, respectively.  In terms of our post-spin recommendation, while our estimates suggest upside for both the post-spin concerns (see Exhibit 1), based on initial pre-market trading indications, from a tactical perspective we lean toward the suggestion, as mentioned earlier, that as a standalone SOLS, while a high-quality, stable and diverse materials company, may face some initial trading volatility, in terms of index rotation and a churn in the underlying shareholder base, which likely affords new investors the option to avoid (take advantage of) any initial trading dislocations.  On the other hand, we think the post-spin parent is the larger, more attractive investment play both in the near-term as well as looking into 2026-2027 when additional, perhaps more impactful, portfolio actions, including the potential monetization of PSS and WWS, which will simplify the future standalone Automation company, as well as the planned spin-off of the Aerospace business and the latent potential for an initial public offering (IPO) of Quantinuum, represent other incremental milestones in a potentially significant multi-year re-rating process for legacy HON. 

Update 2025E pre-spin guidance/Post-spin reporting changes: As of January 1, 2026, the post-spin parent (HON) will report in four segments: 1) Aerospace Technologies, which is still on track to be spun-off in a tax-free transaction in 2H 2026; as well as 2) Building Automation; 3) Industrial Automation; and 4) Process Automation & Process Technology

Also, please see The Spin-Off Report dated October 14, 2025 for more information.