Splitting up a company "to unlock shareholder value"

2,261 Views | 15 Replies | Last: 2 yr ago by jonfitzg
infinity ag
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Kellogg Company is splitting up today.

Here is the explanation given. I have seen the same reasons used so many times in the past. My question to experts here is how true are these reasons? Why can't you "unlock shareholder value" as a united company?

I suspect the real reason is more sinister. The top execs have a lot of money to make by splitting it up. How, not sure.

Can someone explain this? Not in terms of exceptional situations but in terms of normal and likely
situation.
Quote:

Kellogg Company is splitting up into three separate businesses: global snacking, North American cereal, and plant-based foods. The company announced the split in June 2022 and it became effective on October 2, 2023.

The main reason for the split is to unlock the full potential of each business. Kellogg's snacks business is growing rapidly, while its cereal business is more mature and slower-growing. The company believes that each business will be more successful if it is able to focus on its own strategic priorities and allocate resources accordingly.

In addition, the split will allow each business to be more agile and responsive to changing market conditions. Kellogg's snacks business, for example, needs to be able to quickly innovate and launch new products in order to keep up with consumer trends. The cereal business, on the other hand, needs to focus on maintaining its core brands and market share.

The split is also expected to create more value for shareholders. Analysts believe that each of the three new companies will be worth more than Kellogg was as a single entity. This is because investors will be able to invest directly in the businesses that they are most interested in.

Overall, the split is a strategic move that is designed to make Kellogg's more successful in the long term. By focusing on their respective core businesses, the three new companies will be better positioned to compete and grow in their respective markets.



Diggity
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AG
doubt it's anything sinister.

they're basically spinning off the dogs from the growth plays so that their valuations will align accordingly. Next move will probably be to sell off some of the lower performing businesses.

Disney would like to do something similar.
Señor Chang
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AG
Valero has done this a couple times, spinning off their midstream assets, and their convenience stores. The sectors of the segments spinning off have a higher PE value than the main business.

CST Brands, Inc. Spins Off from Valero Energy Corporation | Business Wire
agnerd
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AG
Strictly my cynical personal opinion:
CEOs look at tech stock appreciation and get jealous since tech can achieve huge gains in stock price while losing money. In the world of publicly traded companies, it's all about growth and not necessarily about profits. Kellogg is going to try to group their "trendy" products together and see if then can achieve a higher stock price based on some speculative investors. They will be generating the same growth, but now on $1 billion of expenditures compared to $10 billion previously (for example). Their previous 1% growth on $10B is now 10% growth on $1B, and investors rush in to buy and raise the stock price. The other $9 billion company goes from 1% growth to 0% growth and stock price is mostly unchanged. Overall value of the combined companies goes up, even though they haven't generated any additional growth or profit. Bankruptcy protections only make it worse by encouraging companies to take on significant risk in the pursuit of growth.
EclipseAg
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AG
agnerd said:

Strictly my cynical personal opinion:
CEOs look at tech stock appreciation and get jealous since tech can achieve huge gains in stock price while losing money. In the world of publicly traded companies, it's all about growth and not necessarily about profits.
Very similar to how the market turned on conglomerates in the '80s and '90s. Regulated and cyclical businesses were shed to allow the growth businesses to maximize their stock price.
Diggity
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AG
I don't think you're wrong...I think that's just the reality of being a publicly traded company anymore. It's very much a "what have you done for me lately" mentality.

It's been speculated that Ken Lay's obsession with growth at all costs was (at least partially) based on him getting beat down by the market early in his tenure for not growing fast enough. Pipelines just weren't seen as sexy by a lot of investors/analysts. After that, the directive was to invest/create industries that had huge growth potential.
SockStilkings
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Was around when Dr Pepper de-merged from Cadbury, then Cadbury was acquired by Kraft, sho then split the business into a couple of companies, all under the auspices of unlocking value.

It was, as agnerd and Diggity pointed out, driven by market pressures. The markets are very nuanced and will sort of irrationally hold CEOs to account and pressure them to achieve targets that may not actually be in the best interest of the overall business.

Combine that with consultants / advisors making tons off these sorts of splits and you get things like this. The logical, and in my opinion correct, thinking is that these business should indeed be able to unlock any "trapped" value without this sort of transaction.
infinity ag
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Thanks for all the replies. It still seems like the reason for doing this is fuzzy.
My question was if this transaction was really needed and if the company could still prosper without breaking up. Still seems like it can, if the management does things right. As someone pointed out, it is highly likely that they want to separate out the divisions doing well and isolate the bad ones and maybe let them die away eventually or become someone else's problem without shares of the profitable ones getting affected. This seems to have an impact on the stock price and not the business financials. This is what it seems to be right now.
PeekingDuck
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AG
It seems to generally work. Whether that is a good thing or not, who knows?
RangerRick9211
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AG
It's not sinister. The market values different businesses at different multiples. Separating helps the company avoid the "conglomerate discount." It also gives investors more specific risk/reward profiles.

I supported GE's spin of their Healthcare business, and now on their EnergyCo spin, and the "discount" was the reason to split.
themissinglink
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AG
Lots of companies get too big to where capital allocation decisions are made at an executive level resulting in under/over investment in promising/diminishing parts of the business because they don't fully understand the product/service at the ground level. Especially big, multi-national conglomerates.

As someone that has worked with a number of divestures at different large companies, I've seen it first hand. Capital decisions being made by a bunch of MBAs at corporate that don't fully understand the product based on what looks good on a PowerPoint and financial model.

On one divestiture I saw, there was a technology change and they missed the boat because they underinvested in R&D for upgrading the product. They were the market leader, but it was an older legacy product that wasn't as sexy/tech-heavy as other products in the conglomerate's portfolio. The immediate management team wasn't in charge of the R&D team because it was managed by a more centralized R&D team which supposedly meant they would have greater access to resources and specialists, but actually resulted in an R&D team that was further away from employees who actually understood the key functionality of the product. They closed down a small facility because upper management thought it looked good on a PowerPoint as a cost savings that could theoretically be served from a nearby facility, but that small facility was an outlet to a key customer and that key customer stopped buying the product from all facilities over time. Ask the management teams for an income state and balance sheet of the carved-out business, and they've never had to manage a balance sheet and only manage decent chunk of the income statements. The carve-out's management team was a lot less entrepreneurial than a normal c-suite team, largely because they've spent their entire working life in a big conglomerate surrounded by lots of resources. And on and on across every function of the business. Lots of problems from too much consolidation.
Diggity
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AG
your third paragraph is a perfect example of why breakups are sometimes needed
SockStilkings
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I think Disney will be an interesting watch in regards to jettisoning "bad" assets into a spinoff, along with lingering liabilities and debt (to the extent they are permitted). They may then sell marketable middle of the road assets to raise cash to invest in the high value assets they retain or put into NewCo.

That's just a spitball guess but certainly a plausible one.
one MEEN Ag
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AG
If I printed off your post and taped it to my door at my work, it would be seen as a direct attack on management.

Something you touched on is that centralized R&D suffers from pet project syndrome. The money flows up from the cash cows, up towards executive management, and down towards pet projects. And this takes cash away from product level projects that have way better defined need, scope, and return.
infinity ag
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I feel that all of this is a way to look good, not really be good. If a business is not doing well, they want to take all the dogs, put them in a cage and maybe let them die.

It's a way to not allow the rotten apples ruin the entire lot.

If the CEO is really competent, this is not an issue.
jonfitzg
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I think at the core of it, its a sign of things not working from a stock perspective and something needing to change to improve it.
The large chemical company I work for is currently going through a split. Growth side of the business splitting from the mature 'cash cow' side of the business.

Now shareholders can invest in a growth company or can invest in a stable dividend company.. and not one company in which two core functions of the business are hindering what they are effective at.

The only thing that might be 'sinister' is the rumors that all the cost reductions and savings initiatives at the moment are to save up enough to give hefty golden parachutes to the executive management as everything transitions.
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