Spin Off
- 02:33
What a spin off is, how treated in the accounts, control premium and goodwill, gain or loss on sale
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Glossary
Carve out Deconsolidation Divestitures Spin offTranscript
In a spinoff, we start by taking group consolidated financials. This means we've got a group of companies including a subsidiary, all being consolidated together. We've got one set of financials. But in the spinoff, we're going to divest of one of those subsidiaries. So we'll end up with the group excluding the subsidiary and a completely separate subsidiary with its own share and its own share price. So separation of subsidiary from group and the subsidiary shares are distributed to the group shareholders. So the existing shareholders still have their old shares in the group, but they now have a completely separate new share in the subsidiary. So shareholders now have two shares. Now there's no cashflow received by the group. Those existing shareholders are not paying for these shares, they're just being given them. That means capital structure reorganization is crucial for cash extraction. If you do want to get some cash from this deal, then you'll have to push some debt down into the subsidiary and get the subsidiary to pay you up an extraordinary dividend to extract some cash. Now it's generally a tax-free transaction because there's no cash involved and the transaction is treated as a dividend in kind from the group perspective. As the subsidiary is deconsolidated, you are getting rid of it. It's just like paying a dividend. Cash leaves, in this case an entire subsidiary leaves no gain or loss will be recorded unless fair value can be objectively determined. And this can be tricky. Control premium is retained by the existing shareholders. They owned a controlling stake in the subsidiary beforehand. They still do now. So getting that fair value again can be difficult. However, if the subsidiary had originally been acquired, goodwill from that original acquisition will be included in the net assets of the subsidiary. If you are able to calculate the gain or loss, now you've got that completely separate subsidiary. That separate listing will provide liquidity for your subsidiary for secondary issues and potential m and a by the subsidiary. And lastly, a spinoff is often proceeded by a carve out. So a carve out, meaning you do a small maybe IPO to try and establish the market value of the subsidiary, try and work out the market value of that little shareholding before then spinning off the whole company.