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A corporate spin-off, also known as a spin-out, [1] or starburst or hive-off, [2] is a type of corporate action where a company "splits off" a section as a separate business or creates a second incarnation, even if the first is still active. [3] It is distinct from a sell-off, where a company sells a section to another company or firm in exchange for cash or securities.
Spin-offs are divisions of companies or organizations that then become independent businesses with assets, employees, intellectual property, technology, or existing products that are taken from the parent company. Shareholders of the parent company receive equivalent shares in the new company in order to compensate for the loss of equity in the original stocks. However, shareholders may then buy and sell stocks from either company independently; this potentially makes investment in the companies more attractive, as potential share purchasers can invest narrowly in the portion of the business they think will have the most growth. [4]
In contrast, divestment can also sever one business from another, but the assets are sold off rather than retained under a renamed corporate entity.
Many times, the management team of the new company are from the same parent organization. Often, a spin-off offers the opportunity for a division to be backed by the company but not be affected by the parent company's image or history, giving potential to take existing ideas that had been languishing in an old environment and help them grow in a new environment. Spin-offs also allow high-growth divisions, once separated from other low-growth divisions, to command higher valuation multiples. [5]
In most cases, the parent company or organization offers support doing one or more of the following:
All the support from the parent company is provided with the explicit purpose of helping the spin-off grow.
The United States Securities and Exchange Commission's (SEC) definition of "spin-off" is more precise. Spin-offs occur when the equity owners of the parent company receive equity stakes in the newly spun off company. [6] For example, when Agilent Technologies was spun off from Hewlett-Packard (HP) in 1999, the stockholders of HP received Agilent stock. A company not considered a spin-off in the SEC's definition (but considered by the SEC as a technology transfer or licensing of technology to the new company) may also be called a spin-off in common usage.
A second definition of a spin-out is a firm formed when an employee or group of employees leaves an existing entity to form an independent start-up firm. The prior employer can be a firm, a university, or another organization. [7] Spin-outs typically operate at arm's length from the previous organizations and have independent sources of financing, products, services, customers, and other assets. In some cases, the spin-out may license technology from the parent or supply the parent with products or services; conversely, they may become competitors. Such spin-outs are important sources of technological diffusion in high-tech industries.
Terms such as hive-up, hive down or hive across are sometime used for transferring a business to a parent company, a subsidiary company or a fellow subsidiary. [8] [9] [10]
One of the main reasons for what The Economist has dubbed the 2011 "starburst revival" is that "companies seeking buyers for parts of their business are not getting good offers from other firms, or from private equity". [3] For example, Foster's Group, an Australian beverage company, was prepared to sell its wine business. However, due to the lack of a decent offer, it decided to spin off the wine business, which is now called Treasury Wine Estates. [11]
According to The Economist, another driving force of the proliferation of spin-offs is what it calls the "conglomerate discount" — that "stockmarkets value a diversified group at less than the sum of its parts". [3]
Some examples of spin-offs (according to the SEC definition):
Examples following the second definition of spin-out:
An example of companies created by technology transfer or licensing:
Agilent Technologies, Inc. is a global company headquartered in Santa Clara, California, that provides instruments, software, services, and consumables for laboratories. Agilent was established in 1999 as a spin-off from Hewlett-Packard. The resulting IPO of Agilent stock was the largest in the history of Silicon Valley at the time. From 1999 to 2014, the company produced optics, semiconductors, EDA software and test and measurement equipment for electronics; that division was spun off to form Keysight. Since then, the company has continued to expand into pharmaceutical, diagnostics & clinical, and academia & government (research) markets.
ECI Telecom Ltd is an Israel-based manufacturer of telecommunications equipment that provides packet optical transport products, software-defined networking applications, cybersecurity and professional services.
SK hynix Inc. is a South Korean supplier of dynamic random-access memory (DRAM) chips and flash memory chips. Hynix is the world's second-largest memory chipmaker and the world's sixth-largest semiconductor company. Founded as Hyundai Electronic Industrial Co., Ltd. in 1983 and known as Hyundai Electronics, the company has manufacturing sites in Korea, the United States, mainland China and Taiwan. In 2012, when SK Telecom became its major shareholder, Hynix merged with SK Group.
CDW Corporation, headquartered in Vernon Hills, Illinois, is a provider of technology products and services for business, government and education. The company has a secondary division known as CDW-G, devoted solely to United States governmental entities, such as K-12 schools, universities, non-profit healthcare organizations, State & Local and the Federal government.
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Tracking stock, also known as letter stock and targeted stock, is a specialized equity offering issued by a company that is based on the operations of a defined business within the larger organization. Therefore, the tracking stock will be traded at a price related to the operations of the specific division of the company being "tracked". Tracking stock is typically limited, or has no voting rights. Often, tracking stock is issued to separate a high-growth division from its parent company, while the parent company and its shareholders remain in control of the subsidiary's operations.
AECOM is a multinational infrastructure consulting firm.
Bruker Corporation is an American manufacturer of scientific instruments for molecular and materials research, as well as for industrial and applied analysis. It is headquartered in Billerica, Massachusetts, and is the publicly traded parent company of Bruker Scientific Instruments and Bruker Energy & Supercon Technologies (BEST) divisions.
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The Hewlett-Packard Company, commonly shortened to Hewlett-Packard or HP, was an American multinational information technology company headquartered in Palo Alto, California. HP developed and provided a wide variety of hardware components, as well as software and related services to consumers, small and medium-sized businesses (SMBs), and large enterprises, including customers in the government, health, and education sectors. The company was founded in a one-car garage in Palo Alto by Bill Hewlett and David Packard in 1939, and initially produced a line of electronic test and measurement equipment. The HP Garage at 367 Addison Avenue is now designated an official California Historical Landmark, and is marked with a plaque calling it the "Birthplace of 'Silicon Valley'".
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Oxford University Innovation Limited (OUI) is a British technology transfer and consultancy company created to manage the research and development (R&D) of University spin-offs. OUI is a wholly owned subsidiary of the University of Oxford, and is located on Botley Road, Oxford, England. OUI was previously known as Isis Innovation (1988–2016) and Oxford University Research and Development Ltd (1987–1988).
Equity carve-out (ECO), also known as a split-off IPO or a partial spin-off, is a type of corporate reorganization, in which a company creates a new subsidiary and subsequently IPOs it, while retaining management control. Only part of the shares are offered to the public, so the parent company retains an equity stake in the subsidiary. Typically, up to 20% of subsidiary shares is offered to the public.
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Keysight Technologies, Inc., or Keysight, is an American company that manufactures electronics test and measurement equipment and software. The name is a blend of key and insight. The company was formed as a spin-off of Agilent Technologies, which inherited and rebranded the test and measurement product lines developed and produced from the late 1960s to the turn of the millennium by Hewlett-Packard's Test & Measurement division.
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