spin-off posts
FeedPosted Jun 16th 2008 1:30PM by Jon Ogg (RSS feed)
Filed under: Time Warner (TWX), Time Warner Cable (TWC)
Time Warner Cable Inc. (NYSE:
TWC) has filed a shelf registration with the Securities and Exchange Commission and has commenced an underwritten public offering of debt securities with maturities ranging from 5 to 30 years. Unfortunately, the size was not listed
in the S-3 filing this morning.
The net proceeds from the issuance of the debt securities are expected to be used to finance a one-time dividend to stockholders of Time Warner Cable to be paid just prior to the previously announced spin-off of Time Warner Cable from its parent company
Time Warner Inc. (NYSE:
TWX).
What is interesting is that this leaves an out in case market conditions or other conditions would keep that spin-off from happening. If the separation is not consummated and the special dividend is not paid, Time Warner Cable says it will use the proceeds for general corporate purposes. Those general purposes are the traditional terminology that is cookie cutter vernacular: additions to working capital, capital expenditures, repayment of debt, the financing of possible acquisitions and investments or stock repurchases.
Time Warner Cable Inc. is the issuer and these debt instruments that are to be guaranteed by its subsidiaries TW NY Cable Holding Inc. and Time Warner Entertainment Company, L.P.
While the size was not listed, this is likely going to be a very large underwriting if you see how many underwriters there are for a mere debt offering. Banc of America Securities, BNP Paribas Securities, Greenwich Capital Markets, Morgan Stanley, and Wachovia Capital Markets, LLC are the listed underwriters for this debt offering.
Posted Feb 1st 2008 11:45AM by Brent Archer (RSS feed)
Filed under: Major movement, Good news, Motorola (MOT), Nokia Corp. (NOK), Options, Technical Analysis
Motorola Inc. (NYSE:
MOT) shares are surging this morning after
the company said it is considering divesting itself of its mobile phone division, its biggest unit. The decision came as MOT was struggling to gain market share from better-performing rivals
Nokia (NYSE:
NOK) and Samsung.
Citigroup also upgraded the stock to "Buy" from "Hold" on the news. If you think that the company won't fall by too much in the coming months, then now could be a good time to look at a bullish hedged trade on MOT.
After hitting a one-year high of $19.98 last February, the stock hit a one-year low of $9.43 last week. MOT opened this morning at $12.90. So far today the stock has hit a low of $12.54 and a high of $12.97. As of 11:00, MOT is trading at $12.67, up $1.17 (10.2%). The chart for MOT looks bearish and steady, while
S&P gives the stock a neutral 3 STARS (out of 5) hold rating.
For a bullish hedged play on this stock, I would consider a March
bull-put credit spread below the $11 range. A bull-put credit spread is an options position that combines the purchase and sale of put options to hedge risk in case the stock doesn't do what you think but still leverage nice returns. For this particular trade, we will make a 6.4% return in just seven weeks as long as MOT is above $11 at March expiration. Motorola would have to fall by more than 13% before we would start to lose money.
MOT hasn't been below $11 except for a few days in the past year and has shown support around $11.20 recently. This trade could be risky if the poor economic news continues, but even if that happens, this position could be protected by the support the stock might find around $11.
Brent Archer is an options analyst and writer at Investors Observer. At publication time, Brent neither owns nor controls positions in MOT or NOK.Posted Oct 1st 2007 2:57PM by Larry Schutts (RSS feed)
Filed under: Competitive strategy, AT and T (T), Sprint Nextel Corp (S), Technical Analysis, Qwest Communications Intl (Q), Stocks to Buy
Firms in the communications sphere seem to be constantly readjusting themselves, to find the most successful balance between size and efficiency. The most recent move involves an Englewood, Colorado outfit that is leaning toward a spin-off. There is also talk that the company may be an acquisition target.
EchoStar Communications (NASDAQ: DISH) offers satellite digital television to customers in the United States. The firm's DISH Network delivers programming to more than 13 million subscribers and subsidiary EchoStar Technologies provides dishes, set-top boxes and other digital equipment to both the DISH Network and others. EchoStar has formed alliances with Internet service providers and voice communications companies to offer combined services. Among those partners are EarthLink (NASDAQ: ELNK), Qwest Communications (NYSE: Q) and Sprint Nextel (NYSE: S).
The stock popped last week, on good news for the firm and a subsequent rumor. The first jump was on Tuesday, when the Board decided to pursue a possible separation of its businesses into two distinct publicly traded companies. EchoStar's consumer pay-TV business would continue to operate as the DISH Network and most of the firm's other technology assets would be spun-off. Shareholders would receive pro rata ownership interests in each of the new entities. Then, on Thursday, the brokerage community renewed speculation that DISH might be acquired by AT&T (NYSE: T). Oppenheimer seemed to think the move was reasonably certain. Kaufman Brothers later viewed such a transaction as possible.
Continue reading EchoStar Communications (DISH): A change in the wind
Posted Aug 27th 2007 4:30PM by Kevin Kersten (RSS feed)
Filed under: Deals, Altria Group (MO), Options, Eastern Europe
Altria Group (NYSE: MO) is up $1.35 to $70.54 on a report of a spin-off of international operations.
Today, so far Altria Group moved 23,300 contracts on the September 70 calls and traded 4,700 contracts on the September 75 calls. In options there have been 59,605 contracts traded; of them 13,432 contracts are puts while 46,173 contracts are calls. For all options there are 297,119 put contracts open and 820,321 call contracts open. This means that the put/call open interest ratio for MO is 0.36. With so many more calls than puts being traded it also shows that speculators expect the stock to rise.
Call option activity is generally an indicator of bullish speculation on a stock. Call options give the buyer the right to purchase the stock at a set price. Each option contract is represents an interest in 100 shares of the underlying stock. Some of this call option activity may be people expecting a little boost from the spin-off. Altria's stock has moved from around $57 to $72 over the last year and is now trading near the high end of that range.
Looking at key metrics, Altria Group is solidly in line with its competitors in the industry. MO employs 175,000 people and had revenue of 71.22 billion with a gross margin of 46.6% and a net operating margin of 25.4%. British American Tobacco (NYSE: BTI) employs 97,000 people and had revenue of 19.49 billion with a gross margin of 71.65% and a net operating margin of 31.1%. Reynolds American (NYSE: RAI) employs 7,500 people and had revenue of 8.7 billion with a gross margin of 44.42% and a net operating margin of 26.28%. Altria's profit margin is of 17.1% is healthy and it has a high dividend yield is at 3.8%.
Kevin Kersten is an Options Analyst with InvestorsObserver.com. Disclosure note: Mr. Kersten owns and or controls a diversified portfolio of long and short positions that may include holdings in companies he writes about.
Posted Aug 27th 2007 11:36AM by Brent Archer (RSS feed)
Filed under: Analyst reports, Good news, Altria Group (MO), Options, Technical Analysis, Kraft Foods'A' (KFT)
Altria Group Inc. (NYSE:
MO) is higher this morning as a
Citigroup (NYSE:
C) analyst stated this morning that she is 80-90% sure that sometime this week, Altria's board will approve
spinning off Philip Morris International as a separate stock from Phillip Morris USA. MO spun-off
Kraft Foods (NYSE:
KFT) earlier this year to the delight of investors. If you think MO won't fall by too much in the coming months, now could be a good time to look at a bullish hedged trade.
MO stock has been relatively flat for the better part of a year, with resistance in the low $70's. This morning, MO opened at $70.00. So far today the stock has hit a low of $69.69 and a high of $70.99. As of 10:40, MO is trading at $70.63, up $1.44 (2.1%). The chart for Altria looks bearish and steady, while
S&P gives the stock its highest 5 STARS (out of 5) strong buy rating.
For a bullish hedged play on this stock, I would consider a December
bull-put credit spread below the $60 range. A bull-put credit spread is an options position that combines the purchase and sale of put options to hedge risk in case the stock doesn't do what you think but still leverage nice returns. For this particular trade, we will make a 6.4% return in just 4 months as long as MO is above $60 at December expiration. Altria would have to fall by more than 15% before we would start to lose money.
MO hasn't been below $60 since October and has shown support around $67 recently. This trade could be risky if anti-tobacco litigation picks up in the coming months, but even if that happens, this trade could be protected by the strong support between $63 and $65.
Brent Archer is an options analyst and writer at Investors Observer.
DISCLOSURE: At publication time, Brent owns and controls a bullish hedged position in MO.Posted Aug 23rd 2007 8:30PM by Jon Ogg (RSS feed)
Filed under: Analyst reports, EMC Corp (EMC), Initial public offerings
On tonight's MAD MONEY on CNBC, Jim Cramer noted that a way to profit from a recovering market is with a 'Momentum Approach' and his top pick there is
EMC Corp. (NYSE:
EMC) because of the promise of
VMware (NYSE:
VMW). This is in virtualization and the unlocked value in the stock after its IPO and partial spin-off as of last week. Cramer said EMC's stock isn't behaving like he expected; it hasn't traded as high as he would have expected yet and he noted the 87% ownership that EMC still has in VMware stock.
There are a few issues here worth noting that Cramer isn't considering as to why EMC stock didn't keep going up in a straight line. Cramer
was puzzled over this last week as well. For starters, EMC owns 86% of the company now that the over-allotment was granted and since the float went from 33 million shares post-IPO to 37.95 million shares. That is only 1% of a difference but you get the drill. Cramer said that hedge fund managers took the wrong side, but that isn't the right way to look at it because the smart money took the pre-IPO hype and unloaded while everyone else wants to chase the stock. We sent out an
EMC/VMware IPO Playbook to our newsletter subscribers right ahead of the VMware IPO calling for EMC to fall off as the IPO would begin trading and that the underlying value wouldn't matter in the near-term. The worst has probably been seen already as far as the near-term downside after it hit -- 10% from the highs.
But yesterday I pointed out a
"VMware Conundrum" over this again, and it still will hold true. You cannot just take 87% (or 86% actually) and do simple math to derive an underlying value, because it is a manipulated score. Once the float begins to increase this will start to change. Many analysts and pundits are still talking up this EMC stock because they thought it was going to run more than it did. They aren't looking at enough history for the immediate post-IPO trading in these names. EMC will probably go higher but many pundits have only been looking on a static basis rather than on a dynamic basis.
Jon Ogg produces the 24/7 Wall St. Special Situation Investing Newsletter; he does not own securities in the companies he covers.Posted Aug 7th 2007 4:47PM by Kevin Kelly (RSS feed)
Filed under: Earnings reports, Columns

After the bell,
Avis Budget Group (NYSE:
CAR) reported quarterly earnings. Several months ago, Avis was part of the Cendant breakup. Cendant, a poorly run conglomerate, held many different companies in a variety of industries with seemingly no synergies whatsoever. Understandably, Wall Street demanded a breakup as the company's components were discounted due to the "conglomerate discount" and operations languished due to a lack of accountability.
Today's earnings report was a perfect example of how companies are able to perform much better if operated independently for a variety of reasons -- most notably increased accountability and better incentive programs. As you can see from the chart on the right, the stock rallied very nicely following it's spin-off but has since sold off.
For the quarter, Avis
earned 23 cents per share vs. a loss of 64 cents per share during the same period last year. While the company's performance came in below analyst estimates, it displays the power of the company's cost-cutting initiatives. I think the cost-cutting initiatives, alongside mediocre revenue growth, are going to power the company's earnings higher during the next several years. For example, analysts expect EPS of $1.22 this year and $1.78 next year on just 6% revenue growth.
Posted Aug 2nd 2007 2:42PM by Jon Ogg (RSS feed)
Filed under: Google (GOOG), Time Warner (TWX), EMC Corp (EMC), Time Warner Cable (TWC)
Time Warner Inc. (NYSE:TWX) enjoyed what turned out to be a great recovery in 2006. Progress has continued in 2007, but not enough to keep the stock on the rise. The recent market slide took shares back under $20 for essentially the first time this year, and now shares are down to around $18.75.
The earnings news wasn't the real issue here, and so far that $5 billion share buyback plan is largely ignored. So, here is a prediction from someone that is far from an insider but not completely an outsider (BloggingStocks is part of AOL Money & Finance).
I think AOL will become "AOL" on the NYSE again. Time Warner Inc. already spun out Time Warner Cable (NYSE:TWC) as its own controlled entity. This isn't a true independent company though, as it actually represents more of the 'tracking stock' that we saw so much of in the late 1990's. In fact, this is exactly what EMC Corp. (NYSE:EMC) is doing in the partial IPO of VMware in two weeks.
Continue reading What's next for AOL at Time Warner?
Posted Jul 24th 2007 7:20AM by Kevin Kelly (RSS feed)
Filed under: Deals, Good news, Competitive strategy
The lighting equipment company
Acuity (NYSE:
AYI) yesterday announced that it plans to spin-off its specialty products unit directly to shareholders later this year. According to
the press report, Acuity is pursuing this spin-off to allow each company to operate separately, create company-specific compensation plans, and so on. The company stands to save $6 million just from a simpler corporate structure. I tend to believe that breaking up unrelated businesses makes sense because each business will be more efficiently valued if it stands as a separate entity.
If you haven't yet read my post about the opportunity in spin-off investments, check it out
here. Spin-offs are undoubtedly one of the most interesting and lucrative investment fields in today's world due to "structural undervaluation." But the spin-off opportunity is becoming more and more obvious in recent times thanks to receiving front-page headlines in newspapers. All that being said, I think Acuity will probably trade up into the spin-off as investors try to position themselves to ride the spin-off trade.
On a slightly unrelated note, I saw
You Can be a Stock Market Genius in the bargain books section of Border's today -- that was the best $4 value investment I've ever seen.
Posted Jan 4th 2007 2:47PM by Jon Ogg (RSS feed)
Filed under: Before the bell, Launches, Television, Time Warner (TWX), Columns, News Corp'B' (NWS)
Even at the end of December there was market discussion that Time Warner Inc. (NYSE:TWX) could see Time Warner Cable trading as a public company by mid-January. Now that all of the last Adelphia Communications approvals have been granted and the swap dates are set, this looks closer than ever.
Financial Times has a decent story signaling some of this from last night, although it is more a summary of yesterday's formalities than new information.
What is apparently coming to market is the Adelphia creditor 16% stake in Time Warner Cable. There has been no official word from the company and the final filings have yet to indicate an exact date and exact terms for the IPO or partial spin-out.
Yesterday's report that Time Warner would carry News Corp's (NYSE:NWS) Fox Business Channel was just one more feather in the cap. The market has been anticipating this partial spin-off for some time, so expect a lot of media coverage on this in the next two weeks or so.
Back in the late 1990s this was usually referred to as a "tracking stock," but that term has sort of been tossed out in recent years.
Posted Sep 7th 2006 3:43PM by Victoria Erhart (RSS feed)
Filed under: Deals, Good news, Launches, Competitive strategy
Sara Lee Corporation (NYSE:SLE), manufacturers of Ball Park Franks, Jimmy Dean sausage, and Sara Lee fatty baked snacks, has completed the spin-off of its Hanes division to form a separate company, Hanesbrands, (NYSE:HBI), which began trading yesterday, September 6. Current Sara Lee shareholders received one share of Hanesbrands stock for every eight shares of Sara Lee. The Hanesbrands moniker includes some very common names: Hanes underwear, made famous by Michael Jordan in his series of "you have been briefed" ads; Bali and Wonder bras; as well as L'eggs and Just My Size hoisery.
Several years ago, Sara Lee Coroporation management decided to reduce the range of the portfolio of brands that had grown to cover snack foods, beverages, as well as household and body care products, and a line of intmate and casual clothing. One does have to wonder whoever thought it was a good idea to merge fatty snacks with an underwear company in order 'to achieve transformational synergies' or some such business lunacy. Probably best not to think about the image too long.
Approximately 95 million shares of Hanesbrands stock were distributed to Sara Lee stockholders in the transaction. Sara Lee Corporation received $2.4 billion for the stock from Hanesbrands. In its first day of trading, Hanesbrands stock closed at $22.20, up $1.90, with 3.7 million shares trading hands.
Posted Jul 28th 2006 10:49AM by Sarah Gilbert (RSS feed)
Filed under: Deals, Rumors, Newspapers, Time Warner (TWX)
The New York Post reports that plans to make AOL email addresses free for high-speed customers are only the tip of the iceberg; in fact, they say, the Time Warner board is considering much more radical moves. Carl Icahn wanted to spin off underperforming units? Well, then, why not give shareholders what they want?!?
The plan the Post discusses seems much less radical than any Icahn could truly get excited about: they say Time Warner has been talking to the biggie media and internet companies about partnerships, and if that doesn't work out, the board might consider spinning off 20% of AOL to shareholders.
What is 20% of AOL worth? And which 20% might be released into the wilds? This seems an odd proposal, I'd be interested to hear any scuttlebutt you Time Warner watchers have heard on this rumored deal. But even more interesting is the balance of power between Time Warner president Jeffrey Bewkes -- perhaps heir to the Time Warner throne -- and AOL CEO Jon Miller, who the Post says is "playing second fiddle" to Bewkes in the upcoming board meeting discussions about AOL. Will Miller be given the axe, the Post intimates slyly? I hardly even dare ask the question.