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ion. FIC was a chain of moderately priced restaurants, primarily located in the northeastern part of the United
States. Unfortunately, for years there was very limited synergy
creation and virtually no cross-training of key executives from
Hershey’s other lines of business. In the mid-to-late 1980s,
Friendly’s growth started to sputter and no one knew how to
correct it. Fortunately, a restauranteur came along and offered
to buy FIC. Working with Friendly’s latest strategic plan, the
management at Hershey Foods valued (using the techniques
from Chapter 7) the Friendly Ice Cream business. The offer put
on the table by the restauranteur exceeded Hershey’s view of
the economic potential of continuing to run the business. A deal
was quickly struck.
Equity Carve-outs and Spin-offs
In an equity carve-out, a company sells up to 20 percent of the
stock of a segment. Notable recent deals include the equity
carve-outs of General Motors (GM) and of Du Pont. In 1998,
Delphi was created by a decision of the GM board of directors,
and it was incorporated in September in Delaware. On January
1, 1999, GM supplied Delphi with the assets and liabilities that
had been the Delphi Automotive Systems segment of GM. In
February, an equity carve-out of 17.7 percent of the Delphi stock
was made, with GM holding the remaining 82.3 percent. In the
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following April, all the remaining shares of Delphi were distributed in a spin-off as a dividend of 0.7 share of Delphi per share
of GM common stock. Upon completion of the spin-off, executives of GM on Delphi’s board resigned. Delphi became a fully
independent, publicly traded company.
The Du Pont spin-off of Conoco involved a share exchange.
In its initial equity carve-out, Du Pont sold 150 million A shares
at $23, raising $3.45 billion. The spin-off of the remainder of
Conoco was made through a share exchange at the option of the
Du Pont shareholders, who would receive 2.95 shares of class B
stock of Conoco. Each share of the class B stock carried five
votes; class A shares had only one vote per share.
The two examples illustrate the general characteristics of
equity carve-outs. The Conoco carve-out and spin-off created a
separate petroleum company and focused Du Pont more on the
chemical business. Du Pont raised a substantial sum in the
process. In addition to the $3.45 billion from the initial public
offering (IPO), Conoco repaid debt of $9.22 billion to Du Pont,
and in the share exchange, Du Pont received $11.95 billion
share value for a total of $24.62 billion on an after-tax basis.
So in the equity carve-out, substantial funds can be raised.
The parent can focus more directly on its core business. Each
segment can improve efficiency by focus. In the segment spun
off, performance of managers can be measured directly.
Compensation can be tied to performance. The literature argues
that motivation and incentives can be strengthened.
Tracking Stocks
Tracking stocks are separate classes of the common stock of the
parent corporation. They were first issued in 1984 when GM
used a tracking stock to buy EDS, creating a class of common
identified as E stock (called a letter stock at the time).
Similarly, in 1985, when GM acquired Hughes Aircraft, a new
class called H was used. In May 1991, U.S. Steel Company
became USX for the steel business and created a USXMarathon stock for the oil business (called a target stock at the
time). In September 1992, USX created a third tracking stock
when it sold shares of the USX-Delhi group stock in an IPO.
以上為部分近期熱門小說,平臺有近100萬部小說供您閱讀,進入「免費小說全本」公眾號。公眾號菜單欄「進入書城」在「書城首頁」可查找所有小說