2025年分拆交易研究报告

Table of Contents 01Introduction 03 02 AppendixTransaction ListGlossary Analysis Parent Company SnapshotTransaction CharacteristicsSpinCo vs. ParentStock Performance 05Disclaimer 04About Houlihan Lokey Introduction Introduction Spin-off activity has continued momentum into 2025 ascorporate management teams and boards of directorsseek to unlock value for shareholders through theseparation of their businesses. In this 2025 Spin-OffTransaction Study (the “Study”), we have examined 73spin-off transactions that closed between January 2019and June 2025 (the “Study Period”). Spin-Off Study Authors A spin-off transaction involves acorporation (the “Parent”) separating abusiness unit or controlled subsidiary intoa separate, independent company(“SpinCo”). Typically, a Parent will distributeits ownership interest in SpinCo to itsstockholders on a pro rata basis. Followingthe completion of the spin-off, we refer toParent as “RemainCo.” Richard De RoseSenior AdvisorNew YorkRDeRose@HL.com+1 212.497.7867 Jake BernsteinAssociateNew YorkJBernstein@HL.com+1 646.259.7572 Contents of Study Reed FindlayFinancial Analyst New YorkReed.Findlay@HL.com+1 212.801.8060 Study Parameters The Study includes spin-off transactions consummated bypublicly traded companies during the Study Period. The Study leveraged widely usedtransaction databases, includingS&P Capital IQ (Capital IQ), as wellas financial data sources, such asBloomberg. A full transaction listcan be found in the Appendix. The Study excludes transactions with the following characteristics: Summary Observations Among the 73 Parents studied, many are large, mature companies with slow or negative growth but healthy margins.Management teams believe that divesting or separating business segments can unlock value by allowing the businessesto pursue separate, tailored strategies with enhanced focus. Reverse MorrisTrust Transactions Relative to Its Parent, theMedian SpinCo Had… Relative to Their Parents, Priorto Their Spin-off, SpinCosHad… Parent Companies Had… Stock Performance •During the Study Period,seven RMT transactionsclosed (Jacobs Solutions,Berry Global Group, Inc., 3MCompany, AT&T Inc., ZurnWater Solutions Corporation,Pfizer Inc., and McKessonCorporation). The RMTtransactions are excludedfrom the summary statistics.However, we note that onaverage, transactionsinvolved Parents that werelarger by enterprise value andrevenue, but which exhibitedlower growth. •A median EV of ~$13.1billion, median annualrevenues of ~$5.3 billion, andmedian annual EBITDA of~$1.0 billion.•A median revenue andEBITDA growth ofapproximately -6% in the last12 months leading up to theannouncement of the spin-off (the “AnnouncementDate”).•40% had positive revenuegrowth, and 44% had positiveEBITDA growth. •On a combined basis,SpinCos and RemainCosslightly outperformed theS&P 500 when measured 30days following the EffectiveDate.•On a total stockholder returnbasis, over a five-yearlookback period, RemainCosoutperformed SpinCos. •~26% of its Parent’s revenueand 32% of its Parent’sEBITDA in the 12 monthsleading up to the effectivedate of the spin-off (the“Effective Date”).•~2% lower EBITDA margin.•~20% of its Parent’s pre-spinMarket Cap 30 days after theEffective Date. •Lower revenue growth.•Lower leverage.•Lower credit rating. AnalysisParent Company Snapshot Parent Size Prior to Announcement Date Parents tend to be large, mature public companies with a median enterprise value of ~$13 billion and a median annualrevenue of ~$5 billion prior to the announcement of a spin-off transaction. Parent Growth and ProfitabilityPrior to Announcement Date The median Parent exhibited negative revenue and EBITDA growth during the year preceding the Announcement Date;however, Parents were generally profitable and had a median EBITDA margin of 17% during this same time. AnalysisTransaction Characteristics Spin-Off Rationale Parent companies cited a variety of reasons behind their decision to undertake a spin-off transaction; a common theme was thedesire to pursue individualized growth strategies for RemainCo and SpinCo, which was mentioned for over 80% of spin-offs. Transaction Structure Spin-off transactions were structured inseveral ways, with a straight spin-offbeing the most common. Taxes Prior to effecting a spin-off, a Parent will often seek to obtain aprivate letter ruling from the IRS as well as tax opinions from oneor more qualified tax practitioners to gain clarity on the taximplications of such a transaction. Among several other requirements, and subject to IRC §355, aParent will typically need to distribute at least 80% of the sharesof SpinCo stock to its shareholders in order to qualify thetransaction as tax-free to both the Parent and to its shareholdersfor U.S. federal income tax purposes. An investor, such as a private equity fund, acquiresunder 20% prior to the spin-off or commits fundsafter the transaction. Parent contributes its core business to a su