Carve Out - Explained
What is a Carve Out?
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Table of ContentsWhat is a Carve-Out?What is an Asset Carve-Out?How does a Management Incentive Plan (Carve Out) Work?What is an Equity Financing Carve-out?Spin-off as a Carve-OutReasons for a Spin-OffAdvantages of a Spin-OffAcademic Research on a Carve Out
What is a Carve-Out?
A Carve Out can have numerous definitions, as follows:
- Asset Divestment
- Management Incentive Rights (Liquidation Preference)
- Separation of Security Classes
Each of these is discussed below.
Back To: BUSINESS TRANSACTIONS, ANTITRUST, & SECURITIES LAW
What is an Asset Carve-Out?
Carve-Out in this scenario is divesting assets or business units that are not strategic to a company for their operations. Carve-Out is mainly done because this step can be an important part of the Company's growth strategy. It is important to be aware that, if an asset or division is not generating profits, or its margins are lower than those of the rest of the company, selling that asset or resource can be an efficient way to raise capital.
How does a Management Incentive Plan (Carve Out) Work?
In this scenario, company managers are given a form of liquidation preference. That is, they receive a percentage of the value obtained from selling the company. For example, if a company sells for $100m. The creditors (people to whom the company owes money) get paid first. Lets assume this is $20m. The remainder of the $80m would be distributed to stockholders. If there is a 10% carve-out, the individuals benefiting from the carve-out will receive $8m, while the remaining shareholders receive $72m. This is true even when the investors put in more than $72m into the company. So, the carve-out gives the managers a preference above shareholders. There is generally a cap on amount to which the carve-out percentage applies.
What is an Equity Financing Carve-out?
Equity carve-out can also denote a financing system used at times when other ways of obtaining financial resources encounter serious difficulties. It consists of the sale of the shares of a subsidiary in the financial markets. Although the partial sale is the most frequent, retaining a control (a majority ownership interest) of said subsidiary is also common. The complete sale of all the shares owned is also common. The usual mechanism for obtaining carve-out financing is through an IPO of a package of shares that represent between 20% and 40% of the companys capital stock. The reason for carrying out an operation of this type is usually the belief that the value of the separate subsidiary is greater than that of the business group as a whole. Therefore, the group manager may try to sell part of its subsidiaries to generate a value that the market would not recognize if it kept all the capital of the subsidiary under the parent's ownership. On the other hand, having affiliates listed on the stock market generates a capacity to raise funds in the market, through new issuances of shares or debt, which would be added to those usually carried out by the parent company. There is also the possibility that the share package carved out is sold to a single shareholder. However, even if this minority shareholder can complicate the operation in the long run, since the law recognizes the right to have a certain number of directors and may try to block some important decisions in the company. Sometimes, once the company has gone public, the parent company decides to distribute the shares that it still has in its portfolio among its shareholders, considering this distribution as a substitute for the annual dividend. The subsidiary is no longer controlled by the parent directly but is still controlled by the "hardcore" of the parent company. Another mechanism to obtain the funds required by the parent company can be through the capital increase in the subsidiary. In this case, the objective may be to dilute the participation in the capital of the subsidiary of some uncomfortable shareholders, which is assumed that they do not have enough capital to attend the expansion. Examples of equity carve-out operations include American Express in 1987 when it sold 39% of Shearson Lemon, or DuPont in 1998 when it sold 30% of Conoco. An example of this operation, with a subsequent distribution of the shares of the subsidiary, is also made in 1998 by Cincinnati Bell when it sold 15 million shares of its subsidiary Convergys, and then distributed among its shareholders the remaining 137 million shares of the said subsidiary.
Spin-off as a Carve-Out
The spin-off is another Crave-Out system that defines the process by which a company arises from another existing entity. With time, that same company that was formed is split from the latter - which acted as an incubator - to end up acquiring both legal and technical and commercial independence. We can define it as a business strategy that consists of encouraging and supporting, from a large company, qualified workers to abandon them and create their own company. The spin-off includes those projects whose purpose is the independence of any of the departments or divisions of the company. The stripped-down activities are normally subcontracted to the new company created by acting in close collaboration with the original company in important activities for it. It can be considered as a form of corporate restructuring or disinvestment, although the fact of requiring the subsequent collaboration between the parent and the departures company makes us include it as a particular form of cooperation. Based on its origin, two kinds of spin-off can be distinguished. First, there is the business spin-off, which, as the name suggests, refers to when the new company comes from another previous organization (either public or private). To date, this type has been the most widespread, with the support of CEEIs-BICs (European Business and Innovation Centers-Business Innovation Centers). They encompass entrepreneurs, who are so popular today and, for the most part, linked to start-ups, although their business areas do not necessarily have to be based on technology, as this last category implies. Secondly, the academic spin-off is observed, which begins its journey within the university centers and research institutes. This spin-off division is the most recent and is supported by the European Union through different programs with the aim of transferring the knowledge acquired in the university to the company. Precisely, this is the point of view of the OTRIS (Offices of Transfer of Research Results) and its final product, the EBT or Technology-Based Companies.
Reasons for a Spin-Off
- There are several reasons that can explain the creation of a spin-off:
- The retention of talent so as not to let valuable employees escape in new business projects.
- The formation of new business niches and opportunities in the future of corporate activity.
- The strategic survival in crisis processes of the company.
- Tax, commercial or labor planning since, based on tax reasons, account consolidation, application of agreements or certain labor regulations, there are alternatives that opt for corporate segregation.
- Finally, a specific financial dynamic that seeks to raise funds to develop a specific business unit.
Advantages of a Spin-Off
In parallel, among the advantages that the formation of a spin-off entails, three of certain relevance stands out:
- Entrepreneurs will be able to continue developing the business area that was generated in the beginning until reaching the final product; In addition, they consider the possibility of hiring valuable research personnel and obtain economic returns from the process.
- The university will be able to boost its transfer work in terms of the results of the research.
- The company will benefit from the qualified jobs that direct the spin-offs, the taxes they pay and the innovative products they develop.
Academic Research on a Carve Out
- Capital markets and corporate structure: the equity carve-outs of Thermo Electron1, Allen, J. W. (1998). Journal of Financial Economics, 48(1), 99-124. This article provides an in-depth analysis of Thermo Electron Corporation(TEC), providing information on the innovative corporate structure. The companys units are subjected to scrutiny of the capital market by carve-outs; this enables the companys compensation contracts to be based on market performance as well as transform investment decisions and capital acquisition from centralized control to unit managers. The article argues that Thermo carve-outs increase capital and R&D expenditures following carve-outs and generate significant value from their capital investments.
- A comparison of equity carve-outs and seasoned equity offerings: Share price effects and corporate restructuring, Schipper, K., & Smith, A. (1986). Journal of Financial Economics, 15(1-2), 153-186. This article explores how parent firms share prices react to announcement of the public stock offerings of wholly-owned subsidiaries. The difference between the average abnormal gains and average abnormal losses in relation to equity carve-out announcements have been outlined by the author. It also discusses the four features distinguishing equity carve-outs from parent equity offerings. The evidence on these features are also provided including the positive average share price reaction resulting from equity carve-outs announcements.
- Equity carve-outs: a new spin on the corporate structure, Anslinger, P., Carey, D., Fink, K., & Gagnon, C. (1997). The McKinsey Quarterly, (1), 165-173. This paper discusses the concept of equity carve-outs and its impact on corporate structure, it shows how the concept of an equity carve-out promotes innovation and growth. And the effects it has on human resources, finance and corporate organization. One of the factors hindering the success of equity carve-outs is the application of traditional compensation and management operations.
- Breaking up is good to do: restructuring through spin offs, equity carve-outs, and tracking stocks can create shareholder value, Anslinger, P. L., Klepper, S. J., & Subramaniam, S. (1999). The McKinsey Quarterly, (1), 16-17. This paper highlights the importance of corporate restructuring in shareholder valuation. That is, the author explain how companies can create value for shareholders through the improvement of corporate governance with the aim of increasing strategic flexibility. According to the study, public announcements of tracking-stock deals tend to increase the price of the parent companys stock by 2-3 percent.
- Corporate restructurings: A comparison of equity carveouts and spinoffs, Frank, K. E., & Harden, J. W. (2001). Journal of Business Finance & Accounting, 28(34), 503-529. This paper examines the divisive corporate restructurings that every firm considers when planning to take its subsidiary public. The results obtained using the sample of 64 spin-offs and 76 carve-out firms provides the evidence that factors impacting the divestiture choice related to Master Limited partnerships differs when divesting a corporate subsidiary as studied before. The author illustrates how carve-out firms have high probability of experiencing cash constraint with lower marginal carve.
- Why issue tracking stock? Insights from a comparison with spinoffs and carveoutsm Chemmanur, T. J., & Paeglis, I. (2001). Journal of Applied Corporate Finance, 14(2), 102-114. This articles presents the new evidence on the effectiveness of tracking stock issues in creating shareholders value as compared to the record of spin-offs and equity-carve outs. The findings are interpreted as suggesting that the main corporative motives for issuing tracking stock are the valuation benefits from providing investors with more information about the newly listed subsidiary. From the difference between the spin-offs and equity carve-outs, the author also finds out that the market-adjusted two year holding period return for tracking stock parents and subsidiaries is lower than the corresponding return for spinoffs and their corporate parents.
- The choice of going public: Spin-offs vs. carve-outs, Michaely, R., & Shaw, W. H. (1995). Financial Management, 5-21. This article addresses the existing different between spin-offs and equity carve-outs and how they impact asset divesting. The paper shows that riskier, more leveraged, less profitable firms choose to divest through a spin-off. The spin-off firms are smaller and less profitable than the carve-out firms thus the choice is affected by a firms access to the capital market. Greater scrutiny and more stringent disclosure are required in carve-outs relative to spin-off.
- Announcement effects of new equity issues and the use of intraday price data, Barclay, M. J., & Litzenberger, R. H. (1988). Journal of Financial Economics, 21(1), 71-99. This article explores how intraday market reacts to the announcements of new equity issues. After the announcements, there is abnormally high volume and a negative average return. Issue size, intended use of proceeds and estimated profitability of new investment are uncorrelated with the announcement effect. After new shares have been issued, a significant price recovery is witnessed, up to 1.5 percent. The author notes that this evident is not consistent with several theories that have always explained the negative market reaction as a result of new equity issues announcements.
- Equity carveouts and managerial discretion, Allen, J. W., & McConnell, J. J. (1998). The Journal of Finance, 53(1), 163-186. This study proposes a managerial discretion hypothesis of equity carve-outs in which managers value control over assets and are reluctant to carve out subsidiaries. According to this hypothesis, firms that carve out subsidiaries exhibit poor operating performance and high leverage prior to carve-outs.
- How strategy shapes structure, Kim, W. C. (2010). Strategic Direction, 26(2). This article describes how an organizations strategic approaches can influence its performance and management structure.
- Deciphering the motives for equity carveouts, Powers, E. A. (2003). Journal of Financial Research, 26(1), 31-50. This article attempts to analyze the effects of equity carve-outs. As such, the author analyzes 181 equity carve-outs in order to understand whether the transactions are motivated by potential efficiency improvements or by the existing opportunity to sell overvalued equity. According to the author, if there is a correlation between subsequent performance and parent managers degree of believing that carve-out subsidiaries are over or undervalued, many carve-outs are conducted to sell potentially overvalued equity.